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7b 0 EW - Charity Blossom by liuhongmeiyes

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									 efile GRAPHIC rint - DO NOT PROCESS As Filed Data - DLN: 93493316018370

E ( )l ofthe Treasury Open tg Public
Form 9 9 0

Department
           I                             Return of Organization Exempt From Income Tax
                                                     benefit 4947(a)(1) foundation)
                                Under section 501 c 527 or trust or privateof the Internal Revenue Code (except black lung

Imemamevenuesewlce ll-The organization may have to use a copy ofthis return to satisfy state reporting requirements Inspection
                                                                                                                                                    OMB No 1545-0047




A For the 2009 calendar year, or tax year beginning 01-01-2009 and ending 12-31-2009
                                        C Name of organization                                                                   D Employer identification number
B Check If appllcablePlease
                      MUSEUM oF FLIGHT FOUNDATION
I- Address cha nge         use IRS                                                                                                 9 1 -07 8 5 82 6
                           label or       Doing Business As                                                                      E Telephone number
I- Name Change MUSEUM OF FLIGHT
                    print or
                    type. See                                                                                                      (206) 765-5700
I- Initial return Specific    Number and street (or P O box if mail is not delivered to street address) Room /suite
                           Instruc­       9404 EAST MARGINAL WAY SOUTH                                                           G Gross receipts $ 14,326,752
I- Terminated              tions.
I- Amended return City or town, state or country, and ZIP + 4
                                          SEATTLE, WA 981084097
I- Application pending

                              F Name and address ofprincipal officer H(a)                                               Is this a group return for
                              MIKE HALLMAN
                              9404 EAST MARGINAL WAY SOUTH
                                                                                                                        affiliates? I-Yes I7No
                              SEATTLE,WA 981084097 H(b) Are all affiliates included? I- Yes I- No
                                                                                                                        If"No," attach a list (see instructions)
I Tax-exempt status I7 5o1(e) ( 3) 1 (insert ne) I- 4947(a)(1) or I- 527 mc)                                             Group exemption number II­
J Website: ll- WWW MUSEUMOFFLIGHT ORG

K Form of organization I7 Corporation I- Trust I- Association I- Other ll- I L Year of formation 1965 M State of le al domicile
                                                                                                                  g
                                                                                                                                               I WA
IEIIII            Summary
         1 Briefly describe the organizationfs mission or most significant activities
                 THE MUSEUM OF FLIGHT EXISTS TO ACQUIRE, PRESERVE AND EXHIBIT HISTO RICALLY SIGNIFICANT AIR AND SPACE
                 ARTIFACTS,WHICH PROVIDE A FOUNDATION FOR SCHOLARLY RESEARCH,AN D LIFELONG LEARNING PROGRAMS THAT
                 INSPIRE AN INTEREST IN AND UNDERSTANDING OF SCIENCE,TECHNOLOGY A ND THE HUMANITIES



         2
         3
         4
                 Check this box P1- ifthe organization discontinued its operations or disposed of more than 25% ofits net assets
                 Number ofvoting members ofthe governing body (Part VI, line la) . . . . .
                 Number ofindependent voting members ofthe governing body (Part VI, line 1b) .
                                                                                                                                               CW
                                                                                                                                               EW
                                                                                                                                               4
                                                                                                                                                3


         5
         6


             b
                 Total number ofemployees (Part V, line 2a) . . . . .
                 Total number ofvolunteers (estimate if necessary) . . . .
         7a Total gross unrelated business revenue from Part VIII, column (C), line 12 .
                 Net unrelated business taxable income from Form 990-T, line 34 . .
                                                                                                                                               7a 0
                                                                                                                                                5



                                                                                                                                               7b 0
                                                                                                                                                6



                                                                                                                          Prior Year Current Year
                                                                                                                                                                         199
                                                                                                                                                                         622




         8 Contributions and grants (Part VIII, line 1h) .                                                                      13,786,899 6,846,747
 T9               Programservicerevenue(PartVIII,line2g) . . . . .                                                               4,689,256 4,341,303
        10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) . . .                                                      240,825 79,621
        11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)                                              2,122,922 1,591,476
        12   Total revenue-add lines 8 through 11 (must equal Part VIII, column (A), line
                                                                                                                                20,839,902 12,859,147
        13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) .                                                             7,793 141,362
        14 Benefitspaidtoorformembers(PartIX,column(A),line4) . . . .                                                                                                         0
        15    Salaries, other compensation, employee benefits (Part IX, column (A), lines 5­
              10)                                                                                                                6,615,301 6,012,272
        16a Professional fundraising fees (Part IX, column (A), line 11e) .                                                                                                   0
             b    Total fundraising expenses (Part D(, column (D), line 25) ll-111881595
        17        Other expenses (Part IX, column (A), lines 11a-11d,11f-24f) . . . .                                            7,377,838 6,567,275
        18 Total expenses Add lines 13-17 (must equal Part IX, column (A), line 25)                                             14,000,932 12,720,909
        19 Revenue less expenses Subtract line 18 from line 12 . . . . . .                                                       6,838,970 138,238
                                                                                                                    Beginning of Current                End of Year
                                                                                                                           Year
        20 Total assets (Part X, line 16) .                                                                                     127,891,000 127,808,007
        21 Totalliabilities(PartX,line26) . . . . . . .                                                                         19,654,346 18,784,287
        22 Net assets orfund balances Subtract line 21 from line 20 .                                                           108,236,654 109,023,720
                   Signature Block
                 Under penalties of perjury, Ideclare that I have examined this return, including accompanying schedule s and statements, and to the best of my knowledge
                 and belief, it is true, correct, and complete Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge

sign ******                                                                                                             I 2010-11-12
                                                                                                                         Date
Here , Sig nature of officer
                     MATTHEW HAYES CHIEF FINANCIAL OFFICER



     preparer-S Date Check if
                 , Type or print name and title


Paid Slgnature , Jane M Searing Self­ ti"                                                                    empolyed
                                                                                                                                 Preparerfs identifying number
                                                                                                                                 (see instructions)

Preparer"s
           if self-employed),                                                                                                    EIN ll
Use Only address, and (or yours 10900 NE 4thPS
           Firmfs name ZIP + 4 , Clark Nuber street suite 1700
                                                                                                                                 Phone no I- (425) 454-4919
                                            Bellevue, WA 98004
May the IRS discuss this return with the preparer shown above? (see instructions) .                                                                   I7Yes I-No

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions. C at N 0                             11282Y Form 990(2009)
Form 990 (2009) pagez
Statement of Program Service Accomplishments
1 Briefly describe the organizationls mission
THE PRIMARY EXEMPT PURPOSES OFTHE MUSEUM OF FLIGHT ARE TO PRESERVE AVIATION AND SPACE HISTORY,AND TO
PROVIDE EDUCATION TO THE PUBLIC ABOUT SUBJECTS RELATED TO FLIGHT



2 Did the organization undertake any significant program services during the year which were not listed on
     thepriorForm990or990-EZ? . . . . . . . . . . . . . . . . . . . . I-YesI7No
     If"Yes," describe these new services on Schedule O

     services7......................... I-YesI7No
3 Did the organization cease conducting, or make significant changes in how it conducts, any program

     If"Yes," describe these changes on Schedule O
4 Describe the exempt purpose achievements for each ofthe organizationfs three largest program services by expenses
    Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount ofgrants and
    allocations to others, the total expenses, and revenue, ifany, for each program service reported

4a (Code ) (Expenses $ 10,119,318 including grants of $ 141,362 ) (Revenue $ 5,571,974 )
      THE MUSEUM OF FLIGHT IN SEATTLE, WASHINGTON, IS ONE OF THE LARGEST PRIVATE NONPROFIT AIR AND SPACE MUSEUMS IN THE UNITED STATES, HOSTING
      OVER 400,000 VISITORS FROM AROUND THE WORLD EACH YEAR IN WORKING TOWARD THE VISION OF BEING THE "FOREMOST EDUCATIONAL AIR AND SPACE
      MUSEUM IN THE WORLD," THE MUSEUM REACHES OVER 120,000 ON-SITE AND OUTREACH STUDENT PARTICIPANTS EACH YEAR, FOCUSING ON SCIENCE,
      TECHNOLOGY, ENGINEERING, AND MATH (STEM) DISCIPl.INES THE MUSEUM HAS BEEN NAMED AS A SMITHSONIAN AFFILIATE AND ACCREDITED BY THE AMERICAN
      ASSOCIATION OF MUSEUMS WITH A MISSION TO "ACQUIRE, PRESERVE AND EXHIBIT HISTORICALLY SIGNIFICANT AIR AND SPACE ARTIFACTS, WHICH PROVIDE A
      FOUNDATION FOR SCHOLARLY RESEARCH, AND l.IFELONG LEARNING PROGRAMS THAT INSPIRE AN INTEREST IN AND UNDERSTANDING OF SCIENCE, TECHNOLOGY
      AND THE HUMANITIES", THE MUSEUM DISPLAYS OVER 85 AIR- AND SPACE-CRAFT, ALONG WITH ARTIFACTS SHOWCASING AEROSPACE HISTORY IN ADDITION TO
      THE MANY PERMANENT EXHIBITS COVERING THE BREADTH OF AEROSPACE HISTORY, THE MUSEUM PROVIDES SEVERAL TEMPORARY EXHIBITS EACH YEAR ON A
      WIDE RANGE OF SUBJECTS THE MUSEUM ALSO HOSTS MORE THAN 50 PUBLIC PROGRAMS EACH YEAR AND OPENS ITS DOORS ONE EVENING A MONTH, FREE OF
      CHARGE, TO ANY VISITOR AS PART OF ITS COMMUNITY OUTREACH IN 2009, THERE WERE 20,199 VISITORS THAT ATTENDED IN ADDITION TO THE AIRCRAFTS ON
      VIEW, THE MUSEUM MAINTAINS THE LARGEST AERONAUTICAL LIBRARY AND ARCHIVES ON THE WEST COAST, WHERE MORE THAN 500 TEACHERS, SCHOLARS,
      AUTHORS AND FILMMAKERS CONDUCT RESEARCH EACH YEAR THE MUSEUM ALSO HAS MANY AIRCRAFT IN VARIOUS STAGES OF RESTORATION, TOWARD WHICH
      VOLUNTEERS CONTRIBUTED OVER 29,000 HOURS IN 2009 THE MUSEUM"S EDUCATIONAL PROGRAMS ARE Al.IGNED WITH BOTH STATE AND NATIONAL STANDARDS,
      INCLUDING Al.IGNMENT TO THE WASHINGTON STATE ESSENTIAL ACADEMIC LEARNING REQUIREMENTS (EALR) AND GRADE LEVEL EXPECTATIONS (GLE) THE
      MUSEUM"S EDUCATOR PROGRAMS ARE CERTIFIED TO PROVIDE CLOCK HOUR CREDITS FOR TEACHERS MORE THAN 22 PROGRAMS ARE OFFERED, AND INCLUDE
      THE AMERICAN CAMP ASSOCIATION ACCREDITED AEROSPACE CAMP EXPERIENCE (ACE) SUMMER CAMP, THE NATIONALLY ACCLAIMED CHALLENGER LEARNING
      CENTER (CLC), THE MUSEUM-DESIGNED AVIATION LEARNING CENTER AND DISTANCE LEARNING PROGRAMS (ALC) THE MUSEUM IS ALSO HOME TO THE
      WASHINGTON AEROSPACE SCHOLARS (WAS) THIS COMPETITIVE, COLLABORATIVE PROGRAM WITH NASA IS PRIVATELY FUNDED AND INTENDED TO KEEP THE
      NATION AT THE FOREFRONT OF TECHNICAL COMPETITIVENESS



4b (Code ) (Expenses $ including grants of $ ) (Revenue $ )




4C (Code ) (Expenses $ including grants of $ ) (Revenue $ )




4d Other program services (Describe in Schedule O )
      (Expenses $ including grants of$ ) (Revenue $ )
4e Total program service expenseshl-$ 1 0,1 1 9,3 1 8
                                                                                                                               Form 990 (2009)
Form 990 (2009) p
w checklist of Required schedules
                                                                                                                                                       Yes No
                                                                                                                                                               age 3



        completeScheduleAE...................... . . . .
                                                                                                                                      1/
1       Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes,                                   Yes
                                                                                                                                                1

2       Is the organization required to complete Schedule B, Schedule ofContributors? E .                                                       2      Yes
3       Did the organization engage in direct or indirect political campaign activities on behalfofor in opposition to                                        No
                                                                                                                                                3
        candidates for public office? If "Yes,"complete Schedule C, Part IE . . . . . . . . . .
4

5
        Pe-riII*E.........................
        Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If "Yes,"complete Schedule C,

        Section 501(c)(4), 501(c)(5), and 501(c)(6) organizations. Is the organization subject to the section 60 33(e)
                                                                                                                                               4
                                                                                                                                                       Yes


        notice and reporting requirement and proxy tax? If "Yes,"complete Schedule C, Part III . . . .                                          5
6       Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the


7
        ScheduleD,PartIE.......................
        right to provide advice on the distribution or investment ofamounts in such funds or accounts? If "Yes,"complete

        Did the organization receive or hold a conservation easement, including easements to preserve open space,
                                                                                                                                                6      Yes


                                                                                                                                                7             No
        the environment, historic land areas or historic structures? If "Yes,"complete Schedule D, Part IIE . .
8       Did the organization maintain collections ofworks ofart, historical treasures, or other similar assets? If "Yes, 1/
        completeScheduleD,PartIIIE . . . . . . . . . . . . . . . . . . . .                                                                      8      Yes

9       Did the organization report an amount in Part X, line 21, serve as a custodian for amounts not listed in P art X, or
        provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes,"
        completeScheduleD,PartIl/E . . . . . . . . . . . . . . . . . . .                                                                        9             No

10      Did the organization, directly or through a related organization, hold assets in term, permanent,or quasi­                             10      Yes
        endowments? If "Yes," complete Schedule D, Part l/E
11      Is the organization"s answer to any ofthe following questions "Yes"? If so,complete Schedule D,                                                Yes
        Parts VI, VII, VIII, IX, orXas applicable. . . . . . . . . . . . . . . . . .                                                 *E        11
        I Did the organization report an amount for land, buildings, and equipment in Part X, line10? If "Yes,"com plete
        Schedule D, Part VI.
        I Did the organization report an amount for investments-other securities in Part X, line 12 that is 5% or more of
        its total assets reported in Part X, line 16? If "Yes,"complete Schedule D, Part VII.
        I Did the organization report an amount for investments-program related in Part X, line 13 that is 5% or more of
        its total assets reported in Part X, line 16? If "Yes,"complete Schedule D, Part VIII.
        I Did the organization report an amount for other assets in Part X, line 15 that is 5% or more ofits total assets
        reported in Part X, line 16? If "Yes," complete Schedule D, Part IX.
        I Did the organization report an amount for other liabilities in Part X, line 25? If "Yes,"complete Schedule D, Part X.

        I Did the organizationls separate or consolidated financial statements forthe tax year include a footnote that
        addresses the organizationls liability for uncertain tax positions under FIN 48? If "Yes,"complete Schedul e D, Part
        X.
12      Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete
                                                                                                                                               12              No
        scheduie D, Paris XI, XII, and XIII *E
12A
        Was the organization included in consolidated, independent audited financial statements forthe tax year? No
        If "Yes,"completing Schedule D, Parts XI, XII, and XIII is optional . . . . . . . . E a
13      Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes,"complete ScheduleE                                        13             No
14a     Did the organization maintain an office, employees, or agents outside ofthe United States? . . . .                                     14a            No
     b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and   DFOQ lam
                                                                                                                          14b                                 No
        service activities outside the United States? If "Yes, " complete Schedule F, Part I . . . . . . . . .
15      Did the organization report on Part IX, column (A), line 3, more than $5,000 ofgrants or assistance to any
                                                                                                                           15                                 No
        organization or entity located outside the U S ? If "Yes,"complete ScheduleF, Part II . .
16      Did the organization report on Part IX, column (A), line 3, more than $5,000 ofaggregate grants or assis tance to
                                                                                                                           16                                 No
        individuals located outside the U S ? If "Yes,"complete ScheduleF, Part III . .
17      Did the organization report a total of more than $15,000, ofexpenses for professional fundraising services on      17                                 No
        Part IX, column (A), lines 6 and 11e? If "Yes,"complete Schedule G, Part I
18      Did the organization report more than $15,000 total offundraising event gross income and contributions on Part                                 Yes
        VIII, lines 1c and 8a? If "Yes,"complete Schedule G, Part II . . . . . . . . . .                                                       18
19      Did the organization report more than $15,000 ofgross income from gaming activities on Part VIII, line 9a? If                          19             No
        "Yes,"completeScheduleG,PartIII . . . . . . . . . . . . . . . . . . .
20      Did the organization operate one or more hospitals? If "Yes,"complete ScheduleH .                                                      20             No

                                                                                                                                                     Form 990 (2009)
Form 990 (2009) pag
M Checklist of Required Schedules (continued)
21       Did the organization report more than $5,000 ofgrants and other assistance to governments and organizations          in 21 Y GS
                                                                                                                                                     G   4


         the United States on Part IX, column (A), line 1? If "Yes/"complete Schedule I, Parts I and II . . .E
22       Did the organization report more than $5,000 ofgrants and other assistance to individuals in the United States
         on Part IX, column (A), line 2? If "Yes/"complete Schedule I, Parts I and III . . . . . E
                                                                                                                                 22 No
23       Did the organization answer "Yes" to Part VII, Section A, questions 3, 4, or 5, about compensation ofthe
         organizationls current and former officers, directors, trustees, key employees, and highest compensated                 23Y      GS

         employees? If "Yes/"complete ScheduleJ . . . . . . . . . . . . . . . . E
24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000
         as ofthe last day ofthe year, that was issued after December 31, 2002? If "Yes/"answer quest/ons 24b-24d and                           No
         complete Schedule K. If "No,"go to l/he 25 . . . . . . . . . . . . . . . .                                              24a
     b   Did the organization invest any proceeds oftax-exempt bonds beyond a temporary period exception? . .                    24b
  c      Did the organization maintain an escrow account other than a refunding escrow at any time during the year
         todefeaseanytax-exemptbonds? . . . . . . . . . . . . . . . . . . . .                                                  , 24c
  d      Did the organization act as an "on behalfof" issuer for bonds outstanding at any time during the year? . . .            24d
25a Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with
         a disqualified person during the year? If"Yes/"complete Schedule L, Part I . . . . . . E                                25a            No
     b   Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior
         year, and that the transaction has not been reported on any ofthe organizationls prior Forms 990 or 990-EZ? If          25b            No
         "Yes/"complete Schedule L, PartI . . . . . . . . . . . . . . . . E
26


27
         PartII...........................
         Was a loan to or by a current orformer officer, director, trustee, key employee, highly compensated employee, or
         disqualified person outstanding as ofthe end ofthe organizationls tax year? If "Yes/"complete Schedule L, .E
         Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantia
                                                                                                                                 26


                                                                                                                                 27 No
                                                                                                                                         Yes


         contributor, or a grant selection committee member, or to a person related to such an individual? If "Yes,"
         completeScheduleL,PartIII . . . . . . . . . . . . . . . E
28       Was the organization a party to a business transaction with one ofthe following parties? (see Schedule L, Part IV
         instructions for applicable filing thresholds, conditions, and exceptions)


         A current orformer officer, director, trustee, or key employee? If "Yes/"complete Schedule L, Part E                    28a            No
     b A family member ofa current orformer officer, director, trustee, or key employee? If "Yes,"
         completeScheduleL,PartIV. . . . . . . . . . . . . . . . . . . .E                                                        28b            No

  c An entity ofwhich a current orformer officer, director, trustee, or key employee ofthe organization (or a family
                                                                                                                                 28c            No
         member) was an officer, director, trustee, or owner? If "Yes/"complete Schedule L, Part IV . . E
29       Did the organization receive more than $25,000 in non-cash contributions? If "Yes/"complete Schedule ME                 29      Yes
30       Did the organization receive contributions ofart, historical treasures, or other similar assets, or qualified                   Yes
         conservation contributions? If "Yes/"complete ScheduleM . . . . . . . . . . . . E                                       30
31
                                                                                                                                 31             No
         Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes/"complete Schedule N, E
32

33
         ScheduleN,PartII.......................
         Did the organization sell, exchange, dispose of, ortransfer more than 25% ofits net assets? If "Yes/"complete

         Did the organization own 100% ofan entity disregarded as separate from the organization under Regulations
                                                                                                                                 32             No

                                                                                                                                                No
         sections3017701-2and3017701-3?If"Yes,"completeScheduleR,PartI . . . . . . . . E                                         33
34

35
         andV,l/ne1.......................E
         Was the organization related to any tax-exempt or taxable entity? If "Yes/"complete Schedule R, Parts II, III, IV,

         Is any related organization a controlled entity within the meaning ofsection 512(b)(13)? If "Yes/"complete
                                                                                                                                 34      Yes


         ScheduleR,PartV,l/ne2. . . . . . . . . . . . . . . . . . . E                                                            35             No

36       Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related                           No
         organization? If "Yes/"complete Schedule R, Part V, l/ne2 . . . . . . . . . . . E                                       36
37       Did the organization conduct more than 5% ofits activities through an entity that is not a related organization
                                                                                                                                 37             No
         and that is treated as a partnership forfederal income tax purposes? If "Yes/"complete Schedule R, Part VI E
38       Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19?                   Yes
         Note.All Form 990 filers are required to complete Schedule O . . . . . . . . . . . .                                    38
                                                                                                                                       Form 990 (2009)
Form 990 (2009) page 5
M Statements Regarding Other IRS Filings and Tax Compliance
                                                                                                                                            Yes No
1a       Enter the number reported in Box 3 of Form 1096, Annual Summary and Transmittal
         of U.S. Information Returns. Enter -0- if not applicable . . . .
                                                                                                  1a                           29
     b
         Enter the number of Forms W-2G included in line 1a Enter -0- if not applicable1b                                      0

     c   Did the organization comply with backup withholding rules for reportable payments to vendors and reportable
         gaming (gambling)winnings to prize winners? . . . . . . . . . . . . .                                                      1c      Yes
2a


     b
         return.....................23
         Enter the number ofemployees reported on Form W-3, Transmittal of Wage and Tax
         Statements filed forthe calendar year ending with or within the year covered by this

         Ifat least one is reported on line 2a, did the organization file all required federal employment tax returns?
                                                                                                                              199

         Note: Ifthe sum oflines 1a and 2a is greater than 250, you may be required to e-file this return (see                      2b      Yes
         instructions)
3a
         return?........................
         Did the organization have unrelated business gross income of$1,000 or more during the year covered by this

     b If"Yes," has it filed a Form 990-T for this year? If "No/"provide an explanation in Schedule O .
                                                                                                                                    3a
                                                                                                                                    3b
                                                                                                                                                   No


4a       At any time during the calendar year, did the organization have an interest in, or a signature 0 r other authority


     b
         account)?.......................
         over, a financial account in a foreign country (such as a bank account, securities account, or 0 ther financial

         If"Yes," enterthe name ofthe foreign country ll­
                                                                                                                                    4a             No


         See the instructions for exceptions and filing requirements for Form TD F 90-22 1, Report of Foreign Bank and
         Financial Accounts
5a     Was the organization a party to a prohibited tax sheltertransaction at any time during the tax year? . .                     5a             No
     b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?             5b             No

     c   If"Yes" to line 5a or 5b, did the organization file Form 8886-T, Disclosure by Tax-Exempt En tity Regarding
         ProhibitedTaxShelterTransaction? . . . . . . . . . . . . . . . .                                                           5c
6a       Does the organization have annual gross receipts that are normally greaterthan $100,000, a nd did the                      6a             No
         organization solicit any contributions that were not tax deductible? . . . . . . .
     b
         werenottaxdeductible?. .solicitation .an.express. statement that.such. c ontributions or g ifts
         If"Yes," did the organization include with every
                                                          .... .. ..... .                                                           6b
7      Organizations that may receive deductible contributions under section 170(c).
     a Did the organization receive a payment in excess of$75 made partly as a contribution and partly for goods and                7a      Yes
         servicesprovidedtothepayor? . . . . . . . . . . . . . . . . .
     b   If"Yes," did the organization notify the donor ofthe value ofthe goods or services provided?                         7b            Yes
     c

     d
         fileForm8282?.....................
         Did the organization sell, exchange, or otherwise dispose oftangible personal property for whi ch it was required to
                                                                                                                                    7c             No

         If"Yes," indicate the number of Forms 8282 filed during the year . . . I 7d I

         benefitcontract?.....................
     e Did the organization, during the year, receive any funds, directly or indirectly, to pay premium s on a personal

     f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? .
                                                                                                                                    7e
                                                                                                                                    7f
                                                                                                                                                   No
                                                                                                                                                   No
     9 For all contributions ofqualified intellectual property, did the organization file Form 8899 as r e quired? . .              79


8
         required?.......................
     h For contributions ofcars, boats, airplanes, and other vehicles, did the organization file a Form 1098-C as


         Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did
                                                                                                                                    7h             No


         the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess
         business holdings at any time during the year? . . . . . . . . . . . . .                                                    8
9        Sponsoring organizations maintaining donor advised funds.
     a Did the organization make any taxable distributions under section 4966? . . . .                                              9a
     b   Did the organization make a distribution to a donor, donor advisor, or related person? .                                   9b
10       Section 501(c)(7) organizations. Enter
     a   Initiation fees and capital contributions included on Part VIII, line 12 . . . 10a
     b   Gross receipts, included on Form 990, Part VIII, line 12, for public use ofclub 10b
         facilities
11       Section 501(c)(12) organizations. E nter
     a   Grossincomefrommembersorshareholders . . . . . . . . . 11a



         year 12b
     b   Gross income from other sources (Do not net amounts due or paid to other sources
         againstamountsdueorreceivedfromthem) . . . . . . . . 11b
12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu 0 fForm 1041?                      12a
     b   If"Yes," enterthe amount oftax-exempt interest received or accrued during the

                                                                                                                                          Form 990 (2009)
Form 990 (2009) pages
M Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b
                 below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances,
                 processes, or changes in Schedule O. See instructions.
    Section A. Governing Body and Management
                                                                                                                                      Yes No

1a      Enter the number ofvoting members ofthe governing body .                               1a                        59
    b   Enterthe number ofvoting members that are independent . .                              1b                        59
2       Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any
        otherofficer,director,trustee,orkeyemployee? . . . . . . . . . . . . . . . . .                                         2             No
3 Did the organization delegate control over management duties customarily performed by or underthe direct
     supervision of officers, directors ortrustees, or key employees to a management company or other person? . .              3             No
4 Did the organization make any significant changes to its organizational documents since the prior Form 990 was
        filed?                                                                                                                4              No
5 Did the organization become aware during the year ofa material diversion ofthe organizationfs assets? .                      5             No
6 Doestheorganizationhavemembersorstockholders? . . . . . . . . . . . . . . . .                                                6             No


        governingbody?.........................
7a Does the organization have members, stockholders, or other persons who may elect one or more members ofthe

    bAre any decisions ofthe governing body subject to approval by members, stockholders, or other persons? . .
                                                                                                                              7a
                                                                                                                              7b
                                                                                                                                             No
                                                                                                                                             No
8 Did the organization contemporaneously document the meetings held or written actions undertaken during the
        year by the following
      Thegoverningbody? . . . . . . . . .
    aEachcommitteewithauthoritytoactonbehalfofthegoverningbody?.. ... ... ... ... ... .
    b
                                                                                                                              8a
                                                                                                                              8b
                                                                                                                                      Yes
                                                                                                                                      Yes
9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the
       organizationfs mailing address? If"Yes," provide the names and addresses in Schedule O . . . . .                        9             No
    Section B. Policies (This Section B requests information about policies not required by the Internal
    Revenue Code.)
                                                                                                                                      Yes No
10a Doestheorganizationhavelocalchapters,branches,oraffiliates? . . . . . . . . . . . .                                       10a            No
    b If"Yes," does the organization have written policies and procedures governing the activities ofsuch chapters,
        affiliates, and branches to ensure their operations are consistent with those ofthe organization? . . . .             10b
11 Has the organization provided a copy ofthis Form 990 to all members ofits governing body before filing the form?
                                                                                                                              11      Yes
11A Describe in Schedule O the process, ifany, used by the organization to review the Form 990 .

12a Does the organization have a written conflict ofinterest policy? If "No,"gotol/ne 13 . . . . . . .                        12a     Yes

        toconflicts?...........................
     b Are officers, directors ortrustees, and key employees required to disclose annually interests that could give rise

     c Does the organization regularly and consistently monitor and enforce compliance with the policy? If"Yes,"
                                                                                                                              12b     Yes

        describeinScheduleOhowthisisdone . . . . . . . . . . . . . . . . . . .                                                12c     Yes
13 Doestheorganizationhaveawrittenwhistleblowerpolicy? . . . . . . .                                                          13      Yes
14 Does the organization have a written document retention and destruction policy? . . . . . . . .                            14      Yes
15 Did the process for determining compensation ofthe following persons include a review and approval by
    independent persons, comparability data, and contemporaneous substantiation ofthe deliberation and decision?
     a The organizationfs CEO, Executive Director, ortop management official . . . . . . . . . . .                            15a     Yes
     b Otherofficersorkeyemployeesoftheorganization . . . . . . . .                                                           15b     Yes
        If"Yes" to line a or b, describe the process in Schedule O (See instructions)

16a Did the organization invest in, contribute assets to, or participate in a Joint venture or similar arrangement with a
        taxableentityduringtheyear? . . . . . . . . . . . . . . . . . . . . . .                                               16a            No
     b If"Yes," has the organization adopted a written policy or procedure requiring the organization to evaluate its
        participation in Joint venture arrangements under applicable federal tax law, and taken steps to safeguard the
        organizationfsexemptstatuswithrespecttosucharrangements? . . . . . . . . . . . .                                      16b
    Section C. Disclosure
17 List the States with which a copy ofthis Form 990 is required to be filedhl-WA
18 Section 6104 requires an organization to make its Form 1023 (or 1024 ifapplicable), 990, and 990-T (501(c)
     (3)s only) available for public inspection Indicate how you make these available Check all that apply
        I- Own website I- Another"s website I7 Upon request
19 Describe in Schedule O whether (and ifso, how), the organization makes its governing documents, conflict of
     interest policy, and financial statements available to the public See Additional Data Table
20 State the name, physical address, and telephone number ofthe person who possesses the books and records ofthe organization ll­
        M/-xTTHEwHAYEs
        9404 E/-xsT MARC-:IN/-xl. w/-xv so UTH
        sEATTLE,wA 981084097
        (206)764-5700
                                                                                                                                    Form 990 (2009)
Form 990 (2009) page7
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated
          Employees, and Independent Contractors
  Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed Report compensation forthe calendar year ending with or within the organizationfs
tax year Use Schedule J-2 ifadditional space is needed
I List all ofthe organizationfs current officers, directors, trustees (whether individuals or organizations), regardless ofamount
ofcompensation, and current key employees Enter -0- in columns (D), (E), and (F) if no compensation was paid
I List all ofthe organizationfs current key employees See instructions for definition of"key employee "
I List the organizationfs five current highest compensated employees (otherthan an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations
I List all ofthe organizationfs former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations
I List all ofthe organizationfs former directors or trusteesthat received, in the capacity as a former director or trustee ofthe
organization, more than $10,000 of reportable compensation from the organization and any related organizations
List persons in the following order individual trustees or directors, institutional trustees, officers, key employees, highest


                    (A) (B) (C) (D) (E) (F)
compensated employees, and former such persons
I- Check this box ifthe organization did not compensate any current orformer officer, director, trustee or key employee

                 Name and Title Average Position (check all Reportable Reportable Estimated
                                  hours that apply) compensation compensation amount ofother
                                            per from the from related compensation
                                                        I MISC) related
                                                      - - E­ - organizations
                                           week : - 1 organization (W- organizations from the
                                                  - 2/1099-MISC) (W- 2/1099- organization and
                                                        1 3       ri




See add"l data




                                                                                                                              Form 990 (2009)
1bTo1ai..................PI 524,704l I
Form 990 (2009)

2 Total number ofindividuals (including but not limited to those listed above) who received more than
                                                                                                                             Page 8
                                                                                                                              67,262I

     $100,000 in reportable compensation from the organizationII-3

                                                                                                                      Yes No
3 Did the organization list any former officer, director ortrustee, key employee, or highest compensated employee
        on line 1a? If "Yes," complete Schedulelforsuch individual . . . . . . . . . . . . .                                  No

4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the
        individual . . . . . . . . . . . . . . . . . . . . . . . . . . .
     organization and related organizations greater than $150,000? If"Yes,"comp/ete Schedulelforsuch
                                                                                                                      Yes
5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization for services
        rendered to the organization? If "Yes/"complete Schedulelforsuch person . . . . . . . . . .                           No


  Section B. Independent Contractors

                                           (A) (B)
1 Complete this table for your five highest compensated independent contractors that received more than
    $100,000 ofcompensation from the organization


227 WESTLAKE AVE N CONSTRUCTION
SELLEN CONSTRUCTION
                                 Name and business address Description of services                                       (C)
                                                                                                                     Compensation

                                                                                                                            681,665


PO BOX 3871 INSURANCE
SEATTLE, WA 98109
MARSH

SEATTLE, WA 98124
                                                                                                                            220,551


401 N CAPITOL ST NW SUITE 363 LOBBYIST
DENNY MILLER

WASHINGTON, DC 20001
                                                                                                                            180,000




2 Total number ofindependent contractors (including but not limited to those listed above) who received more than
   $100,000 in compensation from the organization II-3
                                                                                                                    Form 990 (2009)
Form 990 (2009)                                                                                                                                                       Page 9
Statement of Revenue
                                                                                                              (A)                (B)                (C)            (D)
                                                                                                         Total revenue        Related or         Unrelated       Revenue
                                                                                                                               exempt            business     excluded from
                                                                                                                               function          revenue        tax under
                                                                                                                               revenue                           sections
                                                                                                                                                              512, 513, or
                                                                                                                                                                  514
       1a          Federated campaigns .                            1a
           b       Membership dues .                            1b
           c       Fundraising events .                             1c 1,           037,160

           d       Related organizations . .                    1d
           e       Government grants (contributions)            1e                  212,123

           f       All other contributions, gifts, grants, and 1f 5, 597,464
                   similar amounts not included above
           9       Noncash contributions included          ID
                                     780,658
                   lines 1a-1f $
           h       TotaI.Add lines 1a-1f .                                                         II­          6,846,747

                                                                         Business    C od e
       2a          ADMISSIONS                                                         900,099                   2,817,045 2,817,045
           b       MEMBERSHIPS                                                        900,099                   1,003,285 1,003,285
           c       EDUCATIONAL PROGRAMS                                               611,710                       520,973 520,973
           d
           e
           f       All other program service revenue
                   TotaI.Addlines 2a-2f . . .                                       . II­                       4,341,303
       3           Investment income (including di vidends, interest
                   and other similar amounts) .                                             P- 80,157                                                                    80,157
       4           Income from investment of tax-exempt bond proceeds I                     ll­

       5           Royalties . . . .                                                  I ll­
                                               (i) Real                   (ii) Pers onal
       6a          Gross Rents 499,131
           b       Less rental
                   expenses
                   Rental income 499,131
                                                                                                                    499,131 499,131
           c
                   or (loss)
           d       Net rental income or (loss) .                                   I II­
                                          (i) Securities                   (ii)Ot her
       7a          Gross amount 202,756
                   from sales of
                   assets other
                   than inventory
           b       Less cost or 203,292

                                                                                                                       -536 -536
                   other basis and
                   sales expenses
           c       Gain or (loss) -536
           d       Netgainor(loss) . . . .                                             III­
       8a          Gross income from fundraising
                   events (not including
                   $ 1,037,160
                   ofcontributions reported on line 1c)
                   See Part IV, line 18 . . .
                                                                    a               313,386
                                                           .b
       9a
           b
           c
                   Less direct expenses . .
                   Net income or (loss) from fundra ising events .
                                                                                    451,712
                                                                                    I ll­                           -138,326 -138,326
                   Gross income from gaming activ ities
                   See Part IV, line 19 . . .
                                                                    a
           b       Less directexpenses . .                 .b
           c       Net income or (loss) from gamin g activities .                           III­

       10a Gross sales ofinventory, less


           b
                   returns and allowances .

                   Less costofgoods sold . .
                                                                a1
                                                                b
                                                                                    ,621,479
                                                                                    812,601
           c       Net income or (loss) from sales ofinventory . I ll­                                              808,878            808,878
                    Miscellaneous Revenue                 Business Code
       11a         FLIGHT SIMULATO R                                                  900,099 347,924                                  347,924
               b   RELATED ITEMS SOLD                                                 900,099 32,449                                    32,449

               c   AFAA REIMBURSEMENT                                                 900,099 11,105                                    11,105

               d   Allotherrevenue . . .                                                                             30,315             30,315
               e   TotaI.Addlines11a-11d .
                                                                                            ll­                     421,793

       12          Total revenue. See Instructions                                                 ll­
                                                                                                                12,859,147 5,571,974 0 440,426
                                                                                                                                                             Form 990 (2009)
Form 990 (2009) page 10
M Statement of Functional Expenses
                            Section 501(c)(3) and 501(c)(4) organizations must complete all columns.
   All ot her organizations must complete column (A) but are not required to complete columns (B), (C), and ( D).
                                                                                                                      (C)               (D)
Do not include amounts reported on lines 6b, (A) PrOgra(n?)Sen/Ice                                              Management and       Fundraising
7b, 8b, 9b, and 10b of Part VIII. TOYBI SXPSHSSS expenses                                                       general expenses     expenses
 1 Grants and other assistance to governments and organizations
      in the U S See Part IV, line 21                                                 140,362         140,362
 2 Grants and other assistance to individuals in the
      U S See Part IV, line 22                                                           1,000          1,000
 3 Grants and other assistance to governments,
      organizations, and individuals outside the U S See
      Part IV, lines 15 and 16
4 Benefits paid to or for members
5 Compensation ofcurrent officers, directors, trustees, and
      keyemployees . . . .                                                            290,152          89,929            200,223
 6 Compensation not included above, to disquali fied persons
     (as defined under section 4958(f)(1)) and per sons
      described in section 4958(c)(3)(B) . . .
 7 Other salaries and wages                                                          4,435,457      3,407,360            526,627           501,470
 8 Pension plan contributions (include section 401(k) and section
    403(b)employercontributions) . . . .                                               52,089          35,934                9,384             6,771
 9 Otheremployeebenefits . .                                                          757,991         605,619               76,154            76,218
10 Payrolltaxes . . . . . .                                                           476,583         341,356            101,838              33,389
11 Fees for services (non-employees)
  a Management. . . . . .
  b Legal . .                                                                          21,068                               21,068
  c Accounting .                                                                       74,274                               74,274
  dLobbying.........                                                                  227,000                                              227,000
  e Professionalfundraising SeePartIV,l/ne17 .
  f Investmentmanagementfees .
  gOther.......
12 Advertisingand promotion .
                                                                                       65,404
                                                                                      410,067
                                                                                                       33,330
                                                                                                      320,938
                                                                                                                            22,178
                                                                                                                            57,466
                                                                                                                                               9,896
                                                                                                                                              31,663
13 Officeexpenses . . .                                                               499,029         295,415            136,256              67,358
14 Informationtechnology .                                                             62,951          49,598               13,353
15 Royalties . .
17Travel...........
16 Occupancy .

      state, or local public officials . . . .
                                                       . 5,196
18 Payments oftravel or entertainment expenses for any federal,
                                                                                      480,741         480,741
                                                                                                        3,788                 811               597




19 Conferences, conventions, and meetings .                                            24,707          19,659                5,018                 30
20 Interest . . . . . . . . .                                                         512,505         512,505
21 Paymentstoaffiliates . . . . .
22 Depreciation, depletion, and amortization .
23 Insurance . . . . . . . . . .                       . . . . 248,639
24 Other expenses Itemize expenses not covered above (Expenses
                                                                                     2,703,787      2,703,787
                                                                                                      229,939               18,700


      grouped together and labeled miscellaneous may not exceed 5% of
      total expenses shown on line 25 below)
   a REPAIR&MAINTENANCE                                                               325,041         325,041
   b FAC MAINT CONTRACT                                                                64,452          64,452                    0                  0

   c EQUIPMENT RENTAL                                                                  62,503          62,503
   d DUES                                                                              52,698           9,612               41,086             2,000
   e IN AREA HOSPITALITY                                                               28,496           3,020               14,320            11,156
   f All other expenses                                                               698,717         383,430               94,240         221,047
25 Total functional expenses. A dd lines 1 throug   h 24f 12,720,909 10,119,318 1,412,996 1,188,595
26 Joint costs. Check here ll- I- iffollowing SO P 98-2
      Complete this line only ifthe organization reported in
      column (B)Joint costs from a combined educa tional
      campaign and fundraising solicitation
                                                                                                                                 Form 990 (2009)
Form 990 (2009)                                                                                                                                  Page 11
M Balance Sheet
                                                                                                                     (A)                       (B)
                                                                                                               Beginning ofyear             End ofyear
           1       Cash-non-interest-bearing . . . .                                                                   1,374,905     1               960,078
           2       Savings and temporary cash investments .                                                            5,930,281     2           4,200,459
           3       Pledges and grants receivable, net . .                                                              3,060,742     3           5,486,331
           4       Accounts receivable, net . . . . . . . . .                                                              478,674   4               379,260
           5       Receivables from current and former officers, directors, trustees, key employees, and


           6
                   ScheduleL..........
                   highest compensated employees Complete Part II of
                                                                                                                                     5
                   Receivables from other disqualified persons (as defined under section 4958(f)(1)) and
                   persons described in section 4958(c)(3)(B) Complete Part II of
                   ScheduleL . . . . . . . . . .                                                                                     6
           7       Notes and loans receivable, net .                                                                                 7
           8       Inventories for sale or use . . . .                                                                     303,023   8               285,916
           9       Prepaid expenses and deferred charges . . . . . . . .                                                   200,956   9               247,677
           10a
                                        Schedule D 108
                   Part VI ofequipment cost or other basis Complete 99,818,25
                   Land, buildings, and                                                                    2


               b   Less accumulateddepreciation . . 10b 31,480,551                                         8          70,211,585 10c            68,337,434
           11      Investments-publicly traded securities . . . . .                                                    1,663,741     11          2,024,224
           12      Investments-other securities See Part IV, line 11 .                                                      83,431   12               98,114
           13      Investments-program-related See Part IV, line 11 .                                                 42,628,615     13         44,892,946
           14      Intangible assets . . . . . . . . .                                                                               14
           15      Other assets See Part IV, line 11 . . . . . . .                                                     1,955,047     15              895,568
           16      Total assets.Add lines 1 through 15 (must equal line 34) .                                        127,891,000     16        127,808,007
           17      Accounts payable and accrued expenses .                                                             1,672,056     17          1,025,392
           18      Grantspayable . . . . . . .                                                                                       18
           19      Deferredrevenue . . .                                                                                   447,705   19              455,604

     si*
           20      Tax-exemptbondliabilities . . . . . . . . . .                                                                     20
 r
           21      Escrow or custodial account liability Complete Part IVofSchedu/eD .                                               21
           22      Payables to current and former officers, directors, trustees, key
                   employees, highest compensated employees, and disqualified
                   persons Complete Part II ofSchedu/eL . . . . . . .                                                      329,193   22              212,637
           23      Secured mortgages and notes payable to unrelated third parties .                                   17,130,392     23         17,090,654
           24      Unsecured notes and loans payable to unrelated third parties .                                           75,000   24
           25      Other liabilities Complete Part X ofSchedule D . . . .                                                            25
           26      Total liabilities. Add lines 17 through 25 . . . . .                                               19,654,346     26         18,784,287

                   Organizations that follow SFAS 117, check here ll- I7 and complete lines 27
                   through 29, and lines 33 and 34.
           27      Unrestrictednetassets . .                                                                          86,493,089     27         84,794,640
           28      Temporarily restricted net assets .                                                                19,605,545     28         21,983,969
           29      Permanently restricted netassets . . . . .                                                          2,138,020     29          2,245,111

                   Organizations that do not follow SFAS 117, check here ll- I- and complete
                   lines 30 through 34.
           30      Capital stock ortrust principal, or current funds . . . .                                                         30
           31      Paid-in or capital surplus, or land, building or equipment fund . .                                               31
           32      Retained earnings, endowment, accumulated income, or otherfunds                                                   32
           33      Total net assets orfund balances . . . . .                                                        108,236,654     33        109,023,720
           34      Total liabilities and net assets/fund balances .                                                  127,891,000     34         127,808,007
                                                                                                                                          Form 990 (2009)
Form 990 (2009) page 12
Financial Statements and Reporting
                                                                                                                              Yes No
1 Accounting method used to prepare the Form 990 I- Cash I7Accrual I-Other
     Ifthe organization changed its method ofaccounting from a prior year or checked "Other," explain in Schedule O
2a Were the organizationfs financial statements compiled or reviewed by an independent accountant? . 2a No
 b Were the organizationfs financialstatements audited by anindependent accountant? . . . . . . . . 2b Yes


     Schedule O . . . 2C yes
 c If"Yes,"to 2a or 2b, does the organization have a committee that assumes responsibility for oversight ofthe
     audit, review, or compilation ofits financial statements and selection ofan independent accountant?
     Ifthe organization changed either its oversight process or selection process during the tax year, explain in

 d If"Yes" to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued
     on a consolidated basis, separate basis, or both
      I- Separate basis I7 Consolidated basis I- Both consolidated and separated basis
3a As a result ofa federal award, was the organization required to undergo an audit or audits as set forth in the
     SingleAuditActandOMBCircularA-133? . . . . . . . . . . . . . . . . 33 NO
 b If"Yes," did the organization undergo the required audit or audits? Ifthe organization did not undergo the required 3b
     audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits . .
                                                                                                                            Form 990 (2009)
n­
 efile GRAPHIC rint - DO NOT PROCESS As Filed Data - DLN: 93493316018370

(Form 990 0r99oEz)
SCHEDULE A Public Charity Status and Public Support OMB No 1545-0047

IDeparwInSntoftheSTreasuryto Form 990 or nonexempt P See separatetrust. open Inspection
 erna evenue ervice
                    P Attach
                                 Complete if the organization is a section 501(c)(3) organization or a section
                             4947(a)(1) Form 990-EZ. charitable instructions. to Public
N ame of the organization Employer identification number
MUSEUM OF FLIGHT FOUNDATION


m Reason for Public Charity Status (All organizations must complete this part.) See instructions
The organization is not a private foundation because it is (For lines 1 through 11, check only one box)
 1 I- A church,convention ofchurches,or association ofchurches section 170(b)(1)(A)(i).
 2 A school described in section 170(b)(1)(A)(ii). (Attach Schedule E )
 3 A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).
            hospital"s name, city, and state



           section 170(b)(1)(A)(iv). (Complete Part II)
 6 I- A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).
            described in
            section 170(b)(1)(A)(vi) (Complete Part II )
 8 I- A community trust described in section 170(b)(1)(A)(vi) (Complete Part II)
                                                                                                       91-0785826




 4 A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enterthe


 5 I- An organization operated for the benefit ofa college or university owned or operated by a governmental unit described in


 7 I7 An organization that normally receives a substantial part ofits support from a governmental unit or from the general public



 9 I- An organization that normally receives (1) more than 331/3% ofits support from contributions, membership fees, and gross
           receipts from activities related to its exempt functions-subject to certain exceptions, and (2) no more than 331/3% of
           its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
           acquired by the organization after June 30,1975 See section 509(a)(2). (Complete Part III)
10 I- An organization organized and operated exclusively to test for public safety Seesection 509(a)(4).
11 I- An organization organized and operated exclusively for the benefit of, to perform the functions of, orto carry out the purposes of
           one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2) See section 509(a)(3). Check
           the box that describes the type ofsupporting organization and complete lines 11e through 11h
             a I-TypeI b I-TypeII c I-TypeIII - Functionallyintegrated d I-TypeIII - Other


            check this box I­
 e I- By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons
           otherthan foundation managers and otherthan one or more publicly supported organizations described in section 509(a)(1) or
           section 509(a)(2)
 f Ifthe organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization,
 g Since August 17, 2006, has the organization accepted any gift or contribution from any ofthe
            following persons?
            (i) a person who directly or indirectly controls, either alone ortogether with persons described in (ii) Yes No
            and (iii) below, the governing body ofthe the supported organization?
            (ii) a family member ofa person described in (i) above?
            (iii) a 35% controlled entity ofa person described in (i) or (ii) above?
  h Provide the following information about the supported organization(s)

                       (iii) ­
                       Type of I,-f":,fe (vi (vi) Is the (vii)
         (i) Orgamzatlon organization In Did you notify the
        Name of (ii) (descnbed on Col (I) listed In organization in organization in                                           Amount of
   supported EIN lines 1- 9 above yourgovemmg CCI (I) 0ftY?0UV CCI (LEIOVSJBSUI-Pzed Support?
   organization orIRC section document-, SUPPOV In 9
                                     (see
                                   in5truCti0n5)) Yes N0 Yes N0 Yes N0


Total

For Paperwork Reduction ActNolice, see lhelnstruclions for Form 990 Cat No 1 1285F ScheduleA(Form 990or 990-EZ)2009
Schedule A (Form 990 or 990-EZ) 2009                                                                                                          Page 2
i support schedule for organizations Described in IRC 17o(b)(1)(A)(iv) and 17o(b)(1)(A)(vi)
                    (Complete only if you checked the box on line 5, 7, or 8 of Part I.)
  Section A. Public Support
Calendaryear (orfiscalyear beginning (a)2005 (b)2006 (c)2007 (d)2008
           in)
                                                                                                                     (e)2009 (f)Total
 1 Gifts, grants, contributions, and
     membershlp fees rece"/ed (D0 "Ot 7 831 903 19 750 988 13 571 012 13 786 899 6 859 710                                                   61,800,512
     include any "unusual
     grants ")
 2 Tax revenues levied forthe
     organization"s benefit and either
     paid to or expended on its
     behalf
 3   The value ofservices orfacilities
     furnished by a governmental unit
     to the organization without
     charge
 4 TotaI.Add lines 1 through 3                    7,831,903 19,750,988 13,571,012 13,786,899 6,859,710                                       61,800,512
 5 The portion oftotal contributions
     by each person (other than a
     governmental unit or publicly
     supported organization) included                                                                                                        23,575,925
     on line 1 that exceeds 2% ofthe
     amount shown on line 11, column
     (f)
 6 Public Support. Subtract line 5                                                                                                           38,224,587
     from line 4
  Section B. Total Support
Calendar year (orfiscal year
             beginning in)
                                            (a)2005 (b)2006 (c)2007 (d)2008                                         (e)2009 (f)Total
 7 Amounts from line 4                           7,831,903 1,001,026 13,571,012 13,786,899                               6,859,710 61,800,512
 8   Gross income from interest,
     dividends, payments received on
     securities loans, rents, royalties          1,633,120 1,001,026 1,117,013 952,567                                     579,288 5,283,014
     and income from similar
     sources
 9   Net income from unrelated
     business activities, whether or                                                                     212,848                               212,848
     not the business is regularly
     carried on
10   Other income (Explain in Part
     IV )Do not include gain or loss               121,994 26,022 77,292 38,068                                             41,420 304,796
     from the sale ofcapital assets
11   Total support (Add lines 7                                                                                                              67,601,170
     through 10)
12
13
     Gross receipts from related activities, etc (See instructions)                                                i 12 I 34,393,544
     First Five Years Ifthe Form 990 is for the organization"s first, second, third, fourth, orfifth tax year as a 501(c)(3) organization,
     check this box and stop here                                                                                                    rl"
  Section C. Computation of Public Support Percentage
14 Public Support Percentage for 2009 (line 6 column (f) divided by line 11 column (f))                               14 56 540 %
15 Public Support Percentage for 2008 Schedule A, Part II, line 14                                                    15 54 800 %
16a 33 1/30/o support test-2009. Ifthe organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
     and stop here.The organization qualifies as a publicly supported organization                                                 *I7
  b 33 1/30/o support test-2008. Ifthe organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
     box and stop here.The organization qualifies as a publicly supported organization                                               PI­
17a 100/o-facts-and-circumstances test-2009. Ifthe organization did not check a box on line 13, 16a, or 16b and line 14
     is 10% or more, and ifthe organization meets the "facts and circumstances" test, check this box and stop here. Explain
     in Part IV how the organization meets the "facts and circumstances" test The organization qualifies as a publicly supported
     organization                                                                                                                     PI­
  b 100/o-facts-and-circumstances test-2008. Ifthe organization did not check a box on line 13, 16a, 16b, or 17a and line
     15 is 10% or more, and ifthe organization meets the "facts and circumstances" test, check this box and stop here.
     Explain in Part IV how the organization meets the "facts and circumstances" test The organization qualifies as a publicly
     supported organization                                                                                                             PI­
18 Private Foundation Ifthe organization did not check a box on line 13,16a,16b,17a or 17b, check this box and see
     instructions                                                                                                                       PI­
                                                                                                           Schedule A (Form 990 or 990-EZ) 2009
ScheduleA (Form 990 or990-EZ)2009 Page3
1E support schedule for organizations Described in IRC 5o9(a)(2)
                      (Complete only if you checked the box on line 9 of Part I.)
 Section A. Public Support
Calendar year (or fiscal year beginning
 1
                        In) (a)2oo5 (b)2oo6 (e)2oo7 (d)2oos (e)2oo9 (f)Toiei
     Gifts, grants, contributions, and
     membership fees received (Do not
     include any "unusual grants ")
 2   Gross receipts from admissions,
     merchandise sold or services
     performed, orfacilities furnished in
     any activity that is related to the
     organization"s tax-exempt
     purpose
 3   Gross receipts from activities that
     are not an unrelated trade or
     business under section 513
 4 Tax revenues levied forthe
     organization"s benefit and either
     paid to or expended on its
     behalf
 5   The value ofservices orfacilities
     furnished by a governmental unit to
     the organization without charge
 6   TotaI.Add lines 1 through 5
 7a Amounts included on lines 1, 2,
     and 3 received from disqualified
     persons
   b Amounts included on lines 2 and 3
     received from otherthan
     disqualified persons that exceed
          the greater of$5,000 or 1% ofthe
          amount on line 13 forthe year
      C   Add lines 7a and 7b
 8        Public Support (Subtract line 7c
          from line 6)
 Section B. Total Support
Calendar year (or fiscal year beginning
 9
                       In) (a)2oo5 (b)2oo6 (e)2oo7 (d)2oos (e)2oo9 (f)Toiei
          Amounts from line 6
10a       Gross income from interest,
          dividends, payments received on
          securities loans, rents, royalties
          and income from similar
          sources
 b        Unrelated business taxable
          income (less section 511 taxes)
          from businesses acquired after
          June 30,1975
 c        Add lines 10a and 10b
11        Net income from unrelated
          business activities not included
          in line 10b, whether or not the
          business is regularly carried on
12        Other income Do not include
          gain or loss from the sale of
          capital assets (Explain in Part
          IV )
13        Total support (Add lines 9,10c,
14
          check this box and stop here FI­
          11 and 12)
          First Five Years Ifthe Form 990 is for the organization"s first, second, third, fourth, orfifth tax year as a 501(c)(3) organization,


 Section C. Computation of Public Support Percentage
15 Public Support Percentage for 2009 (line 8 column (f) divided by line 13 column (f)) 15
16        Public support percentage from 2008 Schedule A, Part III, line 15 15
 Section D. Computation of Investment Income Percentage
17        Investment income percentage for 2009 (line 10c column (f) divided by line 13 column (f)) 17
18        Investment income percentage from 2008 Schedule A, Part III, line 17 13
19a 33 1/30/o support tests-2009. Ifthe organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not


 b
                                         PI­
          organizationIfthe organization did not check a boxqualifies as aorpublicly supported 16 is more than 33 1/3% and line
          more than 33 1/3%, check this box and stop here.The organization
          33 1/30/o support tests-2008.                                    on line 14 line 19a, and line
          18 is not more than 33 1/3%, check this box and stop here.The organization qualifies as a publicly supported organization FI­
20        Private Foundation Ifthe organization did not check a box on line 14,19a or 19b, check this box and see instructions FI­

                                                                                                                Schedule A (Form 990 or 990-EZ) 2009
Schedule A (Form 990 or 990-EZ) 2009                                                                                        Page 4
Supplemental Information. Supplemental Information. Complete this part to provide the explanation
               required by Part II, line 105 Part II, line 17a or 17bg or Part III, line 12. Provide any other additional
               information. See instructions




                                                                                              Schedule A (Form 990 or 990-EZ) 2009
 efiie GRAPHIC rim - Do Nor PRocEss DLN: 93493316o1s37o
(Form 990 or 990-EZ) , , , ,
SCHEDULE C Political Campaign and Lobbying Activities OMB NO 1545-0047
                          For Organizations Exempt From Income Tax Under section 501 (c) and section 527
Department etttte Tteeetttt, ll- Complete if the organization is described below.
tntemet Revenue Sewtee ll- Attach to Form 990 or Form 990-EZ. ll- See separate instructions. Open t0 P-UbliC
                                                                                                                                Inspection
If the organization answered "Yes," to Form 990, Part IV, Line 3, or Form 990-EZ, Part VI, line 46 (Political Campaign Activities),
then
l Section 501(c)(3) organizations Complete Parts I-A and B Do not complete Part I-C
l Section 501(c) (other than section 501(c)(3)) organizations Complete Parts I-A and C below Do not complete Part I-B
l Section 527 organizations Complete Part I-A only
If the organization answered "Yes," to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
l Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part ll-A Do not complete Part ll-B
l Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)) Complete Part ll-B Do not complete Part ll-A
If the organization answered "Yes," to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, line 35a (regarding proxy tax), then
l Section 501(c)(4), (5), or (6) organizations Complete Part lll
 Name ofthe organization Employer identification number
 MUSEUM OF FLIGHT FOUNDATION
                                                                                                         91-0785826
m Complete if the organization is exempt under section 501(c) or is a section 527 organization.

 2 Political expenditures ll- $
 1 Provide a description ofthe organization"s direct and indirect political campaign activities in Part IV

3 Volunteer hours

Part I-B Complete if the organization is exempt under section 501(c)-(3).
 1 Enter the amount ofany excise tax incurred by the organization under section 4955
 2 Enter the amount ofany excise tax incurred by organization managers under section 4955
3 Ifthe organization incurred a section 4955 tax, did it file Form 4720 forthis year? I- Yes I- No
4a Was a correction made? I- Yes I- No
                                                                                                                   me
                                                                                                                   Iwi
  b If"Yes," describe in Part IV




                                                                                                                   me
Part I-C Complete if the organization is exempt under section 501(c) except section 501(c)-(3).
 1 Enter the amount directly expended by the filing organization for section 527 exempt function activities ll- $
 2 Enter the amount ofthe filing organization"s funds contributed to other organizations for section 527
       exempt funtion activities
3 Total exempt function expenditures Add lines 1 and 2 Enter here and on Form 1120-PO L, line 17b
4 Did the filing organization file Form 1120-POL for this year? I- Yes I- No
5 State the names, addresses and employer identification number (EIN) ofall section 527 political organizations to which payments
     were made For each organization listed, enter the amount paid from the filing organizationfs funds Also enterthe amount of political
     contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated
     fund or a political action committee (PAC) Ifadditional space is needed, provide information in Part IV


                                                                                                 ftttttg ergatttzattett S contributions received
                                                                                              funds Ifnone, enter -0- and Promptw and
                                                                                                                          directly delivered to a
                                                                                                                            separate political
                                                                                                                          organization Ifnone,
                                                                                                                                enter-0­
              (a) Name (b) Address (c) EIN (d) Amount patd from (e)Am0Uf1t0fP0IltlCaI




For Privacy Act and Paperwork Reduction Act Notice, see the instructions for Form 990. Cat NO 599345 schedule C (Form 999 ot- 999-EZ) 2999
ScheduleC (Form 990 or990-EZ)2009 Page2
Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election
                under section 501(h)-).
A Check I- ifthe filing organization belongs to an affiliated group
B Check I- ifthe filing organization checked box A and "limited control" provisions apply
                                                                                     (a) Filing (b)Affiliated
                          Limits on Lobbying incurred.)
                  (The term "expendit ures" means amounts paid or
                                                                  Expenditures Orgamzatlms Group
                                                                                      Totals Totals
1a Total lobbying expenditures to influence public opinion (grass roots lobbying)
 b Total lobbying expenditures to influence a legislative body (direct lobbying)                                     227,000
 c Total lobbying expenditures (add lines 1a and 1b)                                                                 227,000
 d Other exempt purpose expenditures                                                                              13,758,222
 e Total exempt purpose expenditures (add lines 1c and 1d)                                                        13,985,222
 f Lobbying nontaxable amount Enterthe amount from the following table in both                                       849,261
    columns
    If the amount online 1e, column (a) or (b) is:    The lobbying nontaxable amount is:
    Not over $500,000                                 20% of the amount on line 1e
    Over $500,000 but not over $1,000,000             $100,000 plus 15% of the excess over $500,000
    Over $1,000,000 but not over $1,500,000           $175,000 plus 10% of the excess over $1,000,000
    Over $1,500,000 but not over $17,000,000          $225,000 plus 5% of the excess over $1,500,000
    over $17,000,000                                  $1,000,000


 g Grassroots nontaxable amount (enter 25% ofline lf)                                                                212,315
 h Subtract line 1g from line 1a Ifzero or less, enter -0­                                                                  0
  i Subtract line lffrom line 1c Ifzero or less, enter -0­                                                                  0


    section 4911 tax forthis year? I- es I- 0
 j Ifthere is an amount otherthanzero on eitherline 1h orline 1i,did the organization file Form 4720 reporting Y N

                               4-Year Averaging Period Under Section 501(h)
        (Some organizations that made a section 501(h) election do not have to complete all of the five
                   columns below. See the instructions for lines 2a through 2f on page 4.)
                           Lobbying Expenditures During 4-Year Averaging Period
                   CaIe"darye.arforfiscalyear (a) 2006 (b) 2007 (C) 2008 (d) 2009 (e) Total
                       beginning in)


2a Lobbying non-taxable amount                                        945,263 971,560 916,531 849,261 3,682,615
  b Lobbying ceiling amount                                                                                                         5,523,923
     (150% ofline 2a, column(e))

  c Total lobbying expenditures                                       220,500 226,000 227,000 227,000 900,500
 d Grassroots non-taxable amount                                      236,316 242,890 229,133 212,315 920,654
 e Grassroots ceiling amount                                                                                                         1,380,981
     (150% ofline 2d, column (e))

  f Grassroots lobbying expenditures
                                                                                                        Schedule C (Form 990 or 990-EZ) 2009
                          (Form 990 or990-EZ)2009 Form 5768
ScheduleC organization is exempt under section 501(c)(3) and has NOT filed Page3
Part II-B Complete if the
                (election under section 501(h)-).
                                                                                                                            (a) (b)
                                                                                                                       Yes No Amount
1 During the year, did the filing organization attempt to influence foreign, national, state or local
    legislation, including any attempt to influence public opinion on a legislative matter or referendum,
    through the use of
 a Volunteers?
 b Paid staffor management (include compensation in expenses reported on lines 1c through 1i)?
 c Media advertisements?
 d Mailings to members, legislators, or the public?
 e Publications, or published or broadcast statements?
 f Grants to other organizations for lobbying purposes?
 g Direct contact with legislators, their staffs, government officials, or a legislative body?
 h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means?
 i Other activities? If"Yes," describe in Part IV
 j Total lines 1c through 1i
2a Did the activities in line 1 cause the organization to be not described in section 501(c)(3)?
 b If"Yes," enterthe amount ofany tax incurred under section 4912
 c If"Yes," enterthe amount ofany tax incurred by organization managers under section 4912
 d Ifthe filing organization incurred a section 4912 tax, did it file Form 4720 for this year?
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section
                5o1(cy(s).
                                                                                                                                            Yes No
1 Were substantially all (90% or more) dues received nondeductible by members?
2 Did the organization make only in-house lobbying expenditures of$2,000 or less?
3 Did the organization agree to carryover lobbying and political expenditures from the prior year? 3
Part III-B Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section
            501(c)(6) if BOTH Part III-A, lines 1 and 2 are answered "No" OR if Part III-A, line 3 is




 c Total 2c
            answered "Yes".
1 Dues,assessments and similar amounts from members 1

 b Current last year 2b
 aCarryoverfromyear za
2 Section 162(e) non-deductible lobbying and political expenditures (do not include amounts of political
    expenses for which the section 527(f) tax was paid).



3 Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues 3
4 Ifnotices were sent and the amount on line 2c exceeds the amount on line 3, what portion ofthe excess
     political expenditure next year? 4
     does the organization agree to carryoverto the reasonable estimate of nondeductible lobbying and

5 Taxable amount oflobbying and political expenditures (see instructions) 5
Supplemental Information
 Complete this part to provide the descriptions required for Part I-A, line 1, Part I-B, line 4, Part I-C, line 5, and Part ll-B, line 1i
 Also, complete this part for any additional information
              Identifier Ret urn Reference Explanation
                                                                                                               Schedule C (Form 990 or 990EZ) 2009
                       1545-0047
D OMB No Financial Statements
efile GRAPHIC rint - DO NOT PROCESS As Filed Data - DLN: 93493316018370

"0"" 990) Supplemental                 ll- Complete if the organization answered "Yes," to Form 990,
Deparlmenloflhe Treasury part IV, line 5, 7, 3, gl 10, 11, or 12- Open t0 PUbiiC
lnlemal Revenue SSH/ICS ll- Attach to Form 990. ll- See separate instructions. Il15PeCtI0l1
 Name of the organization Employer identification number
 MUSEUM OF FLIGHT FOUNDATION
                                                                                                         91-0785826
M Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the
            organization answered "Yes" to Form 990 Part IV, line 6.

1    Total number at end ofyear 1                                   (a) Donor advised funds (b) Funds and other accounts

2
3
4
     Aggregate grants from (during year) 270,000
     Aggregate contributions to (during year)

     Aggregate value at end ofyear 1,381,497
5    Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
     funds are the organization"s property, subject to the organization"s exclusive legal control? I7 Yes I- N0
6    Did the organization inform all grantees, donors, and donor advisors in writing that grant funds may be
     conferring impermissible private benefit I7 Yes I- N0
     used only for charitable purposes and not forthe benefit ofthe donor or donor advisor, orfor any other purpose

m Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1    Purpose(s) ofconservation easements held by the organization (check all that apply)
     I- Preservation ofland for public use (e g ,recreation or pleasure) I- Preservation ofan historically importantly land area
     I- Protection of natural habitat I- Preservation ofa certified historic structure
     I- Preservation ofopen space
2    Complete lines 2a-2d ifthe organization held a qualified conservation contribution in the form ofa conservation
     easement on the last day ofthe tax year
                                                                                                             Held at the End of the Year
     Total number ofconservation easements 2a
     Total acreage restricted by conservation easements 2b
     Number ofconservation easements on a certified historic structure included in (a) 2C
     Number ofconservation easements included in (c) acquired after 8/17/06 2d
3    Number ofconservation easements modified, transferred, released, extinguished, orterminated by the organization during
     the taxable year ll­
4    Number ofstates where property subject to conservation easement is located ll­
5    Does the organization have a written policy regarding the periodic monitoring, inspection, handling ofviolations, and
     enforcement ofthe conservation easements it holds? I- Yes I- N0
6    Staffand volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year ll­
7    Amount ofexpenses incurred in monitoring, inspecting, and enforcing conservation easements during the year ll-$
8

9
     17o(h)(4)(B)(i).-.ind 17o(ii)(4)(B)(ii)v I-Yes I-No
     Does each conservation easement reported on line 2(d) above satisfy the requirements ofsection

     In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
     balance sheet, and include, ifapplicable, the text ofthe footnote to the organizationfs financial statements that describes
     the organizationfs accounting for conservation easements
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
            Complete if the organization answered "Yes" to Form 990, Part IV, line 8.
1a   Ifthe organization elected, as permitted under SFAS 116, not to report in its revenue statement and balance sheet works of
     art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance ofpublic service,
     provide, in Part XIV, the text ofthe footnote to its financial statements that describes these items
     Ifthe organization elected, as permitted under SFAS 116, to report in its revenue statement and balance sheet works ofart,
     historical treasures, or other similar assets held for public exhibition, education, or research in furtherance ofpublic service,
     provide the following amounts relating to these items
     (I) Revenues includedin Form 990,PartVIII,line 1 ll-$ 421/613
     (ii)Assets included in Form 990,PartX ll-$ 4417131760
2    Ifthe organization received or held works ofart, historical treasures, or other similar assets forfinancial gain, provide the
     following amounts required to be reported under SFAS 116 relating to these items
     Revenues includedin Form 990,PartVIII,line 1 ll-$
     Assets included in Form 990,PartX ll-$
For Privacy Act and Paperwork Reduction Act Notice, see the Int ruct ions for Form 990 C at N o 52 28 3 D Schedule D (Form 990) 2009
Schedule D (Form 990) 2009                                                                                                              Page 2
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (conrmued)
3 Using the organizationls accession and other records, check any ofthe following that are a significant use ofits collection
     items (check all that apply)
 a I7 public exhibition d I7 Loan or exchange programs
  b I7 Scholarly research e I- Other
 C I7 P reservation for future generations
4 Provide a description ofthe organizationls collections and explain how they further the organizationls exempt purpose in
     Part XIV
5 During the year, did the organization solicit or receive donations ofart, historical treasures or other similar
     assets to be sold to raise funds ratherthan to be maintained as part ofthe organizationls collection? I- Yes                       I7No
@ Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
            Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
     included on Form 990,PartX7 I-YES
1a Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not

  b If"Yes," explain the arrangement in Part XIV and complete the following table
                                                                                                                                        I-No


   Beginning balance 1d
 CAdditions during the year1C
 d
                                                                                                                           Amount




 f Ending balance 1f
 e Distributions during the year 1e
                                                                                                                                        I-No

                                                                                                                    ,.
2a Did the organization include an amount on Form 990, Part X, line 217                                                      I- Yes
 b If"Yes,"explain the arrangement in Part XIV
m Endowment Funds. Complete if the organization answered "Yes" to Form 990 Part IV line 10
                                                     (a)Current Year (b)Prior Year (c)Two Years Back (d)Three Years Back (e)Four Years Back
1a   Beginning ofyear balance . 2,537,369 2,597,203
  b Contributions . . . . . . 107,091 102,335
 c Investmentearningsorlosses . 371,457 -112,313
 d Grantsorscholarships . . .
   Other expenditures
 e andprograms . . . . . . forfacilities 356
 f Administrativeexpenses .
 g Endofyearbalance . . . . . . 3,065,917 2,537,369
2 Provide the estimated percentage ofthe year end balance held as
 3 Board designated or quasi-endowment ll- 2 000 % %
 b Permanentendowment ll- 98 000 % %


     organization by . No
 C Term endowment ll- 0 % %
3a Are there endowment funds not in the possession ofthe organization that are held and administered forthe

     (i) unrelated organizations . No
     (ii)relatedorganizations . . . . . . . . . . . . . . . . . N0
  b If"Yes" to 3a(ii), are the related organizations listed as required on Schedule R7 . 3b I I
4 Describe in Part XIV the intended uses ofthe organization"s endowment funds
M Investments-Land, Buildings, and Equipment. See Form 990, Part X, line 10.

               7,046,308
1a Land ... ..70,540,266 31,480,818
bsuildings . .
                Description of investment biiaS?S(iCi)iiSiE$SriE)ntgi?ir) (bgssftigghcgger (cggigicsczggilsfied (d) Book value
                                                                                                                                       7,046,308
                                                                                                                                      39,059,448


 dEquipment . . . . 16,485,785
 c Leasehold improvements .

 eOther................. 5,745,893                                                                                                    16,485,785
                                                                                                                                       5,745,893
Total. Add lines 1a-1e (Column (d) should equal Form 990, Part X, column (B), l/ne 10(c).) . . . . . . . ll­                          68,337,434
                                                                                                                    Schedule D (Form 990) 2009
Schedule D (Form 990) 2009                                                                                                              Page 3
Investments-Other Securities. See Form 990, Part X, line 12.
                                                                                                        (c) M ethod of valuatlon
            (a) Descrlptlon ofsecurlty or category (b)Book Value
                (lncludlng name ofsecurlty)                                                        Cost or end-of-year market value
Flnanclal derlvatlves
Closely-held equlty Interests
Other




Total. (Column (b) should equalForm 990, Part X, col (B) l/ne 12) F"
Investments-Program Related. See Form 990, Part X, line 13.
                                                                                                        (c) M ethod of valuatlon
              (a) Descrlptlon oflnvestment type (b) Book value                                     Cost or end-of-year market value
INVESTMENT IN WINDWARD AVIATION 13,763,692                                                                                                   C

AIRCRAFT COLLECTION 31,129,254                                                                                                               C




Total. (Column (b) should equalForm 990, Part X, col (B) l/ne 13) F" 44,892,946
M Other Assets. See Form 990, Part X, line 15.
                                                        (a) Descrlptlon                                                (b) Book value




Total. (Column (b) should equal Form 990, Part X, col.(B) l/ne 15.) . . . . . .                       . . . I­
Other Liabilities. See Form 990, Part X, line 25.
1 (a) Descrlptlon ofLlablllty (b) Amount
Federal Income Taxes




Total. (Column (b) should equalForm 990, Part X, col (B) l/ne 25) p.
2. Fln 48 Footnote In Part XIV, provlde the text ofthe footnote to the organlzatlon"s flnanclal statements that reports the organlzatlon"s
llablllty for uncertaln tax posltlons under FIN 48
                                                                                                                   Schedule D (Form 990) 2009
Schedule D (Form 990) 2009                                                                                                                 Page 4
im Reconciliation of Change in Net Assets from Form 990 to Financial Statements
 1 Total revenue (Form 990, Part VIII, column (A), line 12)                                                            1 12,859,147
 2 Total expenses (Form 990, Part IX, column (A), line 25)                                                             2 12,720,909
 3 Excess or (deficit) forthe year Subtract line 2 from line 1                                                         3 138,238
                                                                                                                       4 309,652
 4 Net unrealized gains (losses) on investments
 5 Donated services and use offacilities
 5 Investment expenses
                                                                                                                       5 -753
                                                                                                                       6

 7 Prior period adjustments                                                                                            7

 8 Other(Describe in Part XIV)                                                                                         8 339,929
 9 Total adjustments (net) Add lines 4 - 8                                                                             9 648,828
10 Excess or (deficit) forthe year per financial statements Combine lines 3 and 9 10                                                     787,066
Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 Totalrevenue,gains,and othersupport peraudited financialstatements . . . . . . . 1                                                  14,012,347
2 Amounts included on line 1 but not on Form 990, PartVIII, line 12
  a Netunrealizedgainsoninvestments . . . . . . .                                 . 2a 309,652
  b Donated services and use offacilities .
  c Recoveries ofprior year grants
                                                                                    2b 95,967
                                                                                       2c
                                                                                  . 2d -65 020
  d Other(Describe in Part XIV)
  e Add lines 2a through 2d .
3 Subtract line 2e from line 1 .
                                                                                      . . . . . 2e 340,599
                                                                                                   3 13,671,748
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1
 a Investment expenses not included on Form 990, Part VIII, line 7b            . 4a
  b Other(Describe in Part XIV)                                                       4b -812,601
 c Add lines 4a and 4b . . .                                                                                                            -812,601
5 TotalRevenue Addlines3and4c.(ThisshouldequalForm990,PartI,line12) . . . . . . 5                                                     12,859,147
Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1 Total expenses and losses per audited financial                                                                                     13,550,527
        statements . .                                                                                                 1

2 Amounts included on line 1 but not on Form 990, Part IX, line 25
  a Donatedservicesanduseoffacilities . . . . . .                                  . 2a                     96,720
  b Prior year adjustments . .                                                    . 2b
  c Other losses .                                                                    2c
 d Other(Describe in Part XIV)                                                    . 2d
 e Add lines 2a through 2d .
3 Subtract line 2e from line 1 .
                                                                                  . . . . . . . 2e 3909,321
                                                                                                          812,601

                                                                                                     12,641,206
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
 a Investment expenses not included on Form 990, Part VIII, line 7b            . . 4a
  b Other(Describe in Part XIV)
  c Add lines 4a and 4b . . .
                                                                                  . 4b. 79,703
                                                                                  . . . . . 4c                                             79,703
5 Totalexpenses Add lines 3and 4c. (This should equalForm 990,PartI,line 18) . 5 12,720,909
Supplemental Information
 Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9, Part III, lines 1a and 4, Part IV, lines 1b and 2b,
 Part V, line 4, Part X, Part XI, line 8, Part XII, lines 2d and 4b, and Part XIII, lines 2d and 4b Also complete this part to provide any
 additional in formation


Part III, Line
                 Ident if ier
                 4
                                                  Ret urn Reference
                                                                                                           Explanation I
                                                                               THE MUSEUM S COLLECTIONS INCLUDE HISTORICALLY
                                                                               SIGNIFICANT AIRCRAFT AND SPACE ARTIFACTS,
                                                                               PHOTOGRAPHIC AND LITERARY COLLECTIONS RELATING
                                                                               TO THE EVOLUTION OFAIR AND SPACE TECHNOLOGIES,
                                                                               AND THEIR IMPACT ON THE WORLD"S CULTURES THE
                                                                               MISSION OFTHE MUSEUM IS "TO ACQUIRE, PRESERVE,
                                                                               AND EXHIBIT HISTORICALLY SIGNIFICANT AIR AND
                                                                               SPACE ARTIFACTS WHICH PROVIDE A FOUNDATION FOR
                                                                               SCHOLARLY RESEARCH AND LIFELONG LEARNING
                                                                               PROGRAMS THAT INSPIRE AN INTEREST IN AND
                                                                               UNDERSTANDING OF SCIENCE,TECHNOLOGY,AND THE
                                                                               HUMANITIES "
Part V, Line 4                         Description ofIntended Use of           THE PURPOSE OFTHE MUSEUMS ENDOWMENT IS TO
                                       Endowment Funds                         PRODUCE INVESTMENT EARNINGS WHICH WILL SUPPORT
                                                                               EXPENDITURES FOR FACILITIES AND PROGRAMS THE
                                                                               BOARD OFTRUSTEES INTENDS TO GROWTHE BALANCE OF
                                                                               THE ENDOWMENT TO TEN MILLION DOLLARS BEFORE ANY
                                                                               REGULAR,PREDICATABLE WITHDRAWALS WILL BE MADE
                                                                               FOR SUPPORTING THE ORGANIZATION
Part XI, Line 8 - Other Adjustments                                            CHANGE IN VALUE OF CHARITABLE REMAINDER TRUST
                                                                               14683 ADJUSTMENT FOR DECONSOLIDATION OF
                                                                               FINANCIAL STATEMENTS 325246
Part XII, Line 2d - Other                                                      CHANGE IN VALUE OF CHARITABLE REMAINDER TRUST
Adjustments                                                                    14683 INDIRECT SPECIAL EVENT EXPENSES -79703
Part XII, Line 4b - Other                                                      COST OF GOODS SOLD NETTED AGAINST SALE OF
Adjustments                                                                    INVENTORY -812601
Part XIII, Lin e 2d - Other                                                    COST OF GOODS SOLD NETTED AGAINST SALE OF
Adjustments                                                                    INVENTORY 812601
Part XIII, Lin e 4b - Other                                                    INDIRECT SPECIAL EVENT EXPENSES 79703
Adjustments
                                                                                                                      Schedule D (Form 990) 2009
efile GRAPHIC rint - DO NOT PROCESS As Filed Data - DLN: 93493316018370
SCHEDUI-EG Supplemental Information Regarding OMB NO- 1545"OO47
(Form 990 or 990452) Fundraising or Gaming Activities
                                     Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19,
Department ofthe -I-feeSUfY or ifthe organization entered more than $15,000 on Form 990-EZ, line 6a. ope n to Public
Infernal Revenue Service F Attach to Form 990 or Form 990-EZ. F See separate instnrctions. IHS I eCti0l1
Name ofthe organization Employer identification number
MUSEUM OF FLIGHT FOUNDATION
                                                                                                                          91-0785826
E Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.
           Form 990-EZ filers are not required to complete this part.
1 Indicate whetherthe organization raised funds through any ofthe following activities Check all that apply
 a I- Mail solicitations e I- Solicitation of non-government grants
 b I- Internet and e-mail solicitations f I- Solicitation ofgovernment grants
 c I- Phone solicitations g I- Specialfundraising events
 d I- In-person solicitations
2a Did the organization have a written or oral agreement with any individual (including officers, directors, trustees




                                                                                                                              .t
     or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising activities? I- yes I- No
 b If"Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
     to be compensated at least $5,000 by the organization Form 990-EZ filers are not required to complete this table

                                                              (iii) Did
                                                         fundraiser have (v)Amount paid to
    (i) Name ofindividual .. custody or (iv) Gross receipts (or retained by) (VI) Amount paid to
    or entity (fundraiser) (H) Activity control of from activity fundraiser listed in (or retained by)
                                                         contributions? col (I) orgamza Ion
                                                          Yes No




Total. . . .F
3 List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or
      licensing




For Paperwork Reduction Act Notice, see the Instructions for Form 990. C at N o 50 08 3 H Schedule G (F0l"m 990 Ol" 990-EZ) 2009
ScheduleG (Form 990 or990-EZ)2008 Page2
                                                  GALA Col
M Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported
                more than $15,000 on Form 990-EZ, line 6a. List events with gross receipts greater than $5,000.
                                                       (a)EVer1t #1 (b)EV@f1t #2 (c)Other Events (d)Total Events
                                                                                                                             (Add col (a) through
                                                       (event type) (@V@f1ttYP@) (total number)
         1 Gross receipts                                     1,350,546                                                                1,350,546
         2 Less Charitable                                    1,037,160                                                                1,037,160
              contributions . .
         3 Gross income (line 1                                 313,386                                                                  313,386
              minus line 2) . .
         4 Cash prizes
         5 Non-cash prizes
         6 Rent/facility costs                                    87,964                                                                  87,964
         7 Food and beverages                                     83,069                                                                  83,069
         8 Entertainment .
         9 Other direct expenses                                280,679                                                                  280,679

         10 Direct expense summary Add lines 4 through 9 in column (d) . . I*                                                            451,712
         11 Net income summary Combine lines 3, column d, and line 10. .                                              " I* -138,326
Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than
               $15,000 on Form 990-EZ, line 6a.
                                                       (a) Bingo (b) Pull tabs/Instant (c) Other gaming (d) Total gaming
                                                                           bingo/progressive bingo (Add col (a) through
                                                                                                                                   col (c))

         1 Gross revenue
         2 Cash prizes

         3 Non-cash prizes

         4 Rent/facility costs

         5 Other direct expenses

         6 Volunteer labor .                     I- Yes % I- Yes                            0/0 I­       Yes
                                                 I- No I- No
                                                                                                                       0/0

                                                                                                    I­   No


         7 Direct expense summary Add lines 2 through 5 in column (d) .                                               . I*
         8 Net gaming income summary Combine lines 1, column d, and line 7 .                                            P
                                                                                                                                       Yes No
9
    a
     b
         Enter the state(s) in which the organization operates gaming activities
         Is the organization licensed to operate gaming activities in each ofthese states? .
         If"No," Explain
                                                                                                                                *hi
10a      Were any ofthe organization"s gaming licenses revoked, suspended orterminated during the tax year?                      10a
     b   If"Yes," Explain



                                                                                                                                111
         Does the organization operate gaming activities with nonmembers7 . . . . . . . . . . . . .

                                                                                                                      12
11
12       Is the organization a grantor, beneficiary ortrustee ofa trust or a member ofa partnership or other entity
         formed to administer charitable gaming? . . . . . . . . . . . . . . . . . . . . . . .
                                                                                                         Schedule G (Form 990 or 990-EZ) 2009
ScheduIeG (Form 990 or990-EZ)2009 page3                                                                                         Yes N
13 Indlcate the percentage ofgamlng actlvlty operated ln
  a Theorganlzatlon"sfaclIlty . . . . . . . . . . 13a
  b Anoutsldefaclllty . . . . . . . . . . . . .                                              13b
14 Enter the name and address ofthe person who prepares the organlzatlon"s gamlng/speclal events books and records


     Name I*



     Address I*




     revenue?.................................... 15a
15a Does the organlzatlon have a contract wlth a thlrd party from whom the organlzatlon recelves gamlng

  b If"Yes," enterthe amount ofgamlng revenue recelved by the organlzatlon I* $ and the
     amount ofgamlng revenue retalned by the thlrd party I* $
  C If"Yes," enter name and address

     Name P


     Address I*


16 Gaming managerlnformatlon



     Name P

     Gaming manager compensatlon P $

     Descrlptlon ofservlces provlded I*

     I- Dlrector/officer I- Employee I- Independent contractor
17 Mandatory dlstrlbutlons

                                                                                                   17a
  a Is the organlzatlon requlred under state law to make charltable dlstrlbutlons from the gamlng proceeds to
     retalnthestate gamlngIlcense7 . . . . . . . . . . . .
  b Enter the amount ofdlstrlbutlons requlred under state law dlstrlbuted to other exempt organlzatlons or spent
     ln the organlzatlon"s own exempt actlvltles durlng the tax year* $
                                                                                                   Schedule G (Form 990 or 990-EZ) 2009
                  0MB No 1545-0047
schedule Iand Other Assistance to Organizations,
 efile GRAPHIC rint - DO NOT PROCESS As Filed Data - DLN: 934933160183
(Form 990) Grants                                  Governments and Individuals in the United States

Name of the organization Employer Form 990 In5PeCti0nto to Form 990, Part IV, line 21 22. open to Public
Internal Revenue Service * Attach"Yes," identificationornumber
               Complete if the organization answered
Department of the Treasury


MUSEUM O F FLIGHT FOUNDATIO N
                                                                                                                                                      91-0785826
M General Information on Grants and Assistance
 1 Does the organization maintain records to substantiate the amount ofthe grants or assistance, the grantees" eligibility forthe grants or assistance, and
      theselectioncriteriausedtoawardthegrantsorassistance7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I7YeS I-N
2 Describe in Part IV the organization"s procedures for monitoring the use ofgrant funds in the United States
m Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
               Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
               Part IV and Schedule I-1 (Form 990) if additional space is needed . . . . . . . . . . . . . . . . . . . . . . . . . P I­
   (a) Name and address of (b) EIN (c) IRC Code section (d) Amount ofcash (e) Amount of non- (f) Method of (g) Description of (h) Purpose ofgrant
    organization ifapplicable grant (book, FMV, appraisal,
    or government assistancecash valuation non-cash assistance or assistance                                                     other)


  EXCELLENCE245 CAMPAIGN FOR
  FOUNDATION FOR SW BUILDING
  HIGHLINE SCHOOLS 912020506 501(C)(3) 140,362 SUPPORT
  152NDSUITED VIATION HIGH
  BURIEN,WA 98166 SCHOOL




2 Enter total number ofsection 501(c)(3) and government organizations . . I* 1
3 Entertotalnumberofotherorganizations. . . . . . . . . . . . . . . . I* 0
For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50055P Schedule I (Form 990) 2009
Schedule I (Form 990) 2009                                                                                                                                Page 2
Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
            Use Schedule I-1 (Form 990) if additional space is needed.

      (a)Type ofgrant or assistance (b)Number of (c)Amount of (d)Amount of (e)Method ofvaluation (f)Description ofnon-cash assistance
                                           recipients cash grant non-cash assistance (book,
                                                                                                         FMV, appraisal, other)




Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.
Identifier Ret urn Reference                             Explanation
Procedure for Monitoring Part I,Line2                    Schedule I, Part I, Line 2 A FINANCIAL ASSISTANCE APPLICATION IS COMPLETED AND SUBMITTED BY STUDENTS
Grants in the U S                                        REQUESTING THE SCHOOL OR ENTITY OF CHOICE THE MUSEUM OF FLIGHT EDUCATION STAFF REVIEWS AND
                                                         APPROVES EACH SPECIFIC GRANT CRITERIA AND THEN THE PROGRAM APPLICATION IS RETAINED AS
                                                         DOCUMENTATION RECONCILIATION AND APPLICATION OF FUNDS ADMINISTERED ARE THE RESPONSIBILITY OF
                                                         THE MUSEUM OF FLIGHT ACCOUNTING DEPARTMENT FUNDS ARE SENT DIRECTLY TO THE EDUCATIONAL
                                                         INSTITUTION OFTHE APPLICANT"S CHOICE A FINANCIAL GRANT WAS GIVEN TO HIGHLINE SCHOOL
                                                         FOUNDATION TO APPLY TOWARD THE CAPITAL CAMPAIGN EFFORTS FORTHE CONSTRUCTION OF AVIATION
                                                         HIGH SCHOOL WE CONTINUALLY MONITORTHE FUNDS TO SEE THAT THEY ARE EXPENDED IN ACCORDANCE
                                                         WITH THE GRANT OUTLINE AND WO RK CLOSELY WITH THE ENTITY TO SUPPORT THE FUTURE EXPANSION OF
                                                         AVIATION HIGH SCHOOL




                                                                                                                                       Schedule I (Form 990) 2009
schedule J Compensation Information OMB NO 1545-0047
F 990
( orm ) For certain Officers, Directors, Trustees, Key Employees, and Highest
                                  Compensated Employees
                    ll- Complete if the organization          "Yes"
Deparlmenloflhe Treasury part IV,990. ll- SeeansweredOpen to Form 990, ­
l"IEmEl REVENUE SEVVIEE ll- Attach to Form
                                                                    t0 Inspection
                                            question 23- instructions. PUDIIC
                                                     separate
 Name of the organization Employer identification number
 MUSEUM OF FLIGHT FOUNDATION
                                                                                                      91-0785826
M Questions Regarding Compensation
                                                                                                                             Yes No
1a Check the appropiate box(es) ifthe organization provided any ofthe following to orfor a person listed in Form
    990, Part VII, Section A, line la Complete Part III to provide any relevant information regarding these items
     I- First-class or charter travel I- Housing allowance or residence for personal use
         Travel for companions Payments for business use of personal residence
         Tax idemnification and gross-up payments Health or social club dues or initiation fees
          Discretionary spending account Personal services (e g , maid, chauffeur, chef)
  b Ifany ofthe boxes in line la are checked, did the organization follow a written policy regarding payment or
     reimbursement orprovision ofall the expenses described above? If"No," complete Part III to explain 1b Yes
2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
     officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line la? 2 Yes

3 Indicate which, ifany, ofthe following the organization uses to establish the compensation ofthe
     organization"s CEO/Executive Director Check all that apply
     I7 Compensation committee I- Written employment contract
     I- Independent compensation consultant I- Compensation survey or study
     I- Form 990 of other organizations I7 Approval by the board or compensation committee
4 During the year, did any person listed in Form 990, Part VII, Section A, line la with respect to the filing organization
    or a related organization
 a Receive a severance payment or change-of-control payment? 4a No
 b Participate in, or receive payment from, a supplemental nonqualified retirement plan? 4b No
 c Participate in, or receive payment from, an equity-based compensation arrangement? 4c No
     If"Yes" to any oflines 4a-c, list the persons and provide the applicable amounts for each item in Part III

     Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.


   The organization? 5a No
 a Any related organization? 5bNo
5 For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any


 b
     compensation contingent on the revenues of



     If"Yes," to line 5a or 5b, describe in Part III


   The organization? 6a No
 a Any related organization? 6bNo
6 For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any


 b
     compensation contingent on the net earnings of



     If"Yes," to line 6a or 6b, describe in Part III




                III 8 No
     in Part4958-6(c)? 9
7 For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
     payments not describedinlines 5 and 6? If"Yes," describein PartIII 7 N0
8 Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
    subject to the initial contract exception described in Regs section 53 4958-4(a)(3)? If"Yes," describe


     section 53
9 If"Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations

For Privacy Act and Paperwork Reduction Act Notice, see the Int ruct ions for Form 990 C at N o 50 0 5 3T Schedule J (Form 990) 2009
ScheduleJ (Form 990)2009 Page 2
M Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space needed.
For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii) Do not list any individuals that are not listed on Form 990, Part VII
Note.The sum ofcolumns (B)(i)-(iii) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line 1a




                                                                                                                            0000
           (A) Name (B) Breakdown ofW-2 and/or 1099-MISC compensation (C) Retirement and (D) Nontaxable (E) Total ofcolumns (F) Compensation
                 (i) Base (ii) Bonus 8, (iii) other other compensation Form 990 or
                                                          deferred benefits (B)(i)-(D) reported in prior


                                                                                                                            0000
                               incentive



                                 (ii) 0
                                             reportable
                                        compensation                                          Form 990-EZ
BONNIEJDUNBAR (i) 172,072
                             compensation  compensation
                                                                                                                      17,325 6,407 195,804 0
CAREN HANDLEMAN (i) 139,120
                                 (ii) 0                                                                               10,989 10,185 160,294




                                                                                                                                                                  Schedule J (Form 990) 2009
Schedule J (Form 990) 2009                                                                                                                                                                   Page 3
Supplemental Information
 Complete this part to provlde the Information, explanation, or descrlptlons requlred for Part I, llnes 1a, 1b, 4c, 5a, 5b, 6a, 6b, 7, and 8 Also complete this part for any addltlonal information

  Identifier Ret urn Explanation
                 Reference
               Part I, Llne la THE ORGANIZATION PROVIDED MEMBERSHIP DUES TO WASHINGTON ATHLETIC CLUB FORTHE PRESIDENT/CEO AND CFO THIS WAS PRIMARILY
                                FOR BUSINESS PURPOSES AND WAS NOT TREATED AS TAXABLE COMPENSATION


                                                                                                                                                                        Schedule J (Form 990) 2009
f"I e l"I
e IGRAPHIC I "nt - DO NOT PROCESS As Filed Data - DLN: 93493316018370
Schedule L Transactions with Interested Persons OMB "0 1545"""47
(Form 990 or 990"EZ) ll- Complete if the organization answered
                                   "Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
                                               or Form 990-EZ, Part V lines 38a or 40b.
Department etthe Tteeeuty ll- Attach to Form 990 or Form 990-EZ. ll-See separate instructions. Open to Public
Internal Revenue Service                                                                        Inspection
 Name of the organization Employer identification number
 MUSEUM OF FLIGHT FOUNDATION
                                                                                                      9 1 - 07 8 5 82 6
M Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
          Complete ifthe organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b
                                                                                                                           (c) Corrected?
  1 (3) Name Ofdlsquallfled PSVSOU (b) Description oftransaction                                                            Yes No




     section4958.........................F
  2 Enter the amount oftax imposed on the organization managers or disqualified persons during the year under

  3 Enter the amount oftax, ifany, on line 2, above, reimbursed by the organization . . I* $
m Loans to and/or From Interested Persons.
            Complete ifthe organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a
                                                                             (f)
                                              to (e) In Approved board or agreement?
                             (b) Loan(c)O riginal (d)Balance due default? by(g)Written
(a) Name ofinterested person and orfrom the.,
             purpose OFQBUIZBUOU principal amount Committee.,
PISTOL CREEK FINANCIAL
                                     To From Yes No Yes No Yes No
COMPANY WHOLLY OWNED
ENTITY OFA TRUSTEE

CAPITALIMPROVEMENTS X 1,900,000 212,637 No Yes Yes


Torai...............P$ 212,637l I I
Grants or Assistance Benefitting Interested Persons.
            Complete if the organization answered "Yes" on Form 990, Part IV, line 27.
                                                     between Interested
        (a) Name ofinterested person (b)ReIatIonShIpand the organization person (c)A mount ofgrant or type ofassistance




@ Business Transactions Involving Interested Persons.
            Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.
                                              (b) Relationship                                                             (e) Sharing of
                                             between interested (c) Amount of OVQBUIZBUOUIS
                                                organization yes No
      (a) Name ofinterested person person and the transaction (d) Description oftransaction revenues.,




For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990 Cat No 50056A schedule L (Form 999 or 999-EZ) 2999
 efile GRAPHIC rint - DO NOT PROCESS As Filed Data - DLN: 9349331601837
                   - - or/IB No
SCHEDULEM Contributions 1545-0047
,F0,m99,,) NonCash
                                          rComplete if the organization answered "Yes" on Form                                      2009
Department ofthe Treasury I I I Open to PUbIiC
Internal Revenue Servrce                 Inspection
                                                        990 Part IV lines 29 or 30
                                                          iv Attach to Form 990
Name ofthe organization                                                                                     Employer identification number
MUSEUM OF FLIGHT FOUNDATION


M Types of Property
                                            (a) (b) (C) (Cl)                                                91-0785826


                                           Check Number ofContributions Revenues reported on Method ofdetermining
                                             if                                   Form 990,PartVIII,line revenues
                                          applicable                                         19
  1       Art-Works ofart . .
  2       Art-Historical treasures




                                              x 1140,
  3       Art-Fractional interests .
  4       Books and publications
  5       Clothing and household




                                              X
          goods . . . . . .
  6       Cars and other vehicles .                                                                     OOO COST OR SELLING PRICE
  7       Boats and planes . . .
  8       Intellectual property . .
  9       Securities-Publicly traded .                                                             152,019 FAIR MARKET VALUE
 10       Securities-Closely held stock
 11       Securities-Partnership, LLC,
          ortrustinterests . . . .
 12       Securities-Miscellaneous .
 13       Q ualified conservation
          contribution-Historic
          structures . . . .
 14       Q ualified conservation
          contribution-Other . .
 15       Realestate-Residential .
 16       Realestate-Commercial .
 17       Realestate-Other . .
 18       Collectibles . .
 19       Food inventory . . .
 20       Drugs and medical supplies .
 21       Taxidermy . . . . .
 22
 23
    Historicalartifacts .
    Scientific specimens .
                                              X                                4 421,613                     O pinions of Experts

 24 Archeologicalartifacts .

 25
                     AUCTION
          Otherlv(ITEM )                      X                               12 21,491                      COST OR SELLING PRICE

 26
                     BOEING
          Otheriv(EQUIPMENT)                  X                                1 81,500                      COST OR SELLING PRICE

 27 0therp(AIRLINES )
                     ALASKA

 28 Otheriv(MISCELLANEOUS)
                                     X

                                     X
                                                                               1 34,915
                                                                               1 29,120                      COST OR SELLING PRICE
                                                                                                             COST OR SELLING PRICE
 29 Number of Forms 8283 received by the organization during the tax year for contributions
          for which the organization completed Form 8283, Part IV, Donee Acknowledgement . . .                291
                                                                                                                                          Yes N
 30a During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it
        must hold for at least three years from the date ofthe initial contribution, and which is not required to be used
        for exempt purposes forthe entire holding period?                                                                           30a       No

      b If"Yes," describe the arrangement in Part II
 31       Does the organization have a gift acceptance policy that requires the review ofany non-standard contributions?            31 Yes
 32a Does the organization hire or use third parties or related organizations to solicit, process, or sell non-cash

      b
          contributions? . . . .
     If"Yes," describe in Part II
                                                                                                                                    LNG
                                                                                                                                    32a

 33  Ifthe organization did not report revenues in column (c) for a type ofproperty for which column (a) is checked,
     describe in Part II
For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 512271 Schedule M (Form 990) 2009
schedule M (Form 990) 2009 Page 2
 Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
 32b, and 33. Also complete this part for any additional information.

I Identifier Ret urn Reference Explanation I
Method for Determining Number of Part I, Column (b) THE MUSEUM RECEIVED MULTIPLE DONATIONS
Contributors DONORS DURING THE YEAR THE NUMBEROF FROM
                                                               CONTRIBUTORS REPORTED IS THE NUMBER OF
                                                               DONATIONS RECEIVED
                                                                                              Schedule M (Form 990) 2009
 efile GRAPHIC rint - DO NOT PROCESS As Filed Data - DLN: 93493316018370
                        .
SCHEDULE OInformation to Form 990
(Form 990) Supplemental
                                                                                                                        OMB No 1545-0047



Department of the Treasury
                                          Complete to provide information for responses to specific questions on
                   Form 990 or provide any additional information. 0Pel1 t0 PUIJIIC
Internal Revenue Service hrtoAttach to Form 990- Inspection
Name of the organization Employer identification number
MUSEUM OF FLIGHT FOUNDATION
                                                                                                           91-0785826

    Identifier               Return                                                  Explanation
                        Reference
  Form 990,                           MANAGEMENT REVIEVVS THE 990 AND THEN PROVIDES A DRAFT OF THE FORM 990 TO ALL BOARD MEMBERS
  Part VI,                            PRIOR TO FILING WITH THE IRS
  Section B,
  line 11

  Form 990,                           CONFLICT OF INTEREST STATEMENTS ARE ANNUALLY SUBMITTED TO ALL TRUSTEES, EMPLOY EES AND
  Part VI,                            VOLUNTEERS HUMAN RESOURCES IS RESPONSIBLE FOR COLLECTING AND MONITORING RESPONSES AND
  Section B,                          REPORTING OF EXCEPTIONS, IF ANY, TO THE PRESIDENT AND CEO IF A CONFLICT OF INTEREST EXISTS, THE
  line 12c                            LEGAL COMMITTEE WILL REV IEVV AND RECOMMEND ACTIONS WHICH ARE SENT TO THE EXECUTIVE
                                      COMMITTEE FOR APPROVAL

  Form 990,                           A COMPENSATION COMMITTEE OF THE BOARD CONSISTS OF THREE TRUSTEES, INCLUDING THE CHAIRMAN,
  Part VI,                            AND ARE RESPONSIBLE FOR ESTABLISHING THE SALARY OF THE PRESIDENT AND CEO BASED ON INDUSTRY
  Section B,                          AND CURRENT LOCAL STANDARDS THE CFO"S COMPENSATION IS REVIEVVED ANNUALLY BY THE CEO AND
  line 15                             HUMAN RESOURCES

  Form 990,                           MUSEUM OF FLIGHT DOES NOT MAKE THEIR GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND
  Part VI,                            FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC
  Section C,
  line 19

  FORM 990,                           THE MUSEUM UTILIZES A DATABASE THAT MONITORS ALL VOLUNTEERS THAT KEEPS A RECORD OF ALL
  PART I, LINE                        PERSONAL INFORMATION, HOURS, AWARDS AND TRAINING BENEFITS AS A VOLUNTEER OF THE MUSEUM
  6                                   ARE COMPLIMENTARY ADMISSION TO THE MUSEUM FOR FAMILY AND FRIENDS, DISCOUNT ON STORE
                                      MERCHANDISE AND AN INVITATION TO THE ANNUAL VOLUNTEER RECOGNITION DINNER WHERE VOLUNTEERS
                                      ARE RECOGNIZED FOR THEIR HOURS OF SERVICE VOLUNTEERS ALSO HAVE THE OPPORTUNITY TO LEARN A
                                      NEIN SKILL AND MAKE NEIN FRIENDS VOLUNTEERS WORK YEAR ROUND IN ALMOST EVERY MUSEUM
                                      DEPARTMENT WHICH INCLUDES, EDUCATION, RESTORATION, LIBRARY, ARCHIVES, COLLECTIONS,
                                      MEMBERSHIP, MUSEUM STORE, MAINTENANCE OF EXHIBITS AND SUPPORT FOR VARIOUS EVENTS
                                      VOLUNTEERS ALSO SERVE ON THE BOARD OF DIRECTORS

For Paperwork Reduction ActNolice, see lhelnstruclions for Form 990 Cat No 51056K ScheduIe0(Form 990) 2009
efile GRAPHIC Tint - D0 NOT PROCESS AS Filed Data - DLNI 9349331601837()
                                                                                                                                                                OMB No 1545-0047
SCHEDULE R Related Organizations and Unrelated Partnerships
Form 990
( ) ll- Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.

Internalorganization Treasury open to P-ublic
Deparlmenloflhe Employer identification number
Name of the Revenue Service Inspectlon                         ll- Attach to Form 990. ll- See separate instructions.


MUSEUM OF FLIGHT FOUNDATION




                                                         (2) (0
                                   (2) (b) (C)or (d) country) entity
                                                                                                                                    91-0785826
M Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

                                                 foreign
                Name, address, and EIN of disregarded entity Primary activity Legal domicile (state Total income End-of-year assets Direct controlling




M Identification of Related Tax-Exempt Organizations (Complete if the organization a nswered "Yes" o n Form 990, Part IV, line 34 because it had one
               or more related tax-exempt organizations during the tax year.)




WASHINGTON AEROSPACE SCHOLARS
                              (a   ) (b) ( )                                                    c
              Name, address, and EIN of related organization Primary activity Legal domicile (state
                                                                                       or foreig n country)
                                                                                                                      (d)
                                                                                                              Exempt Code section
                                                                                                                                            (2) (0
                                                                                                                                     Public charity status Direct controlling
                                                                                                                                     (if section 501(c)(3)) entity


9404 E MARGINAL WAY S STATEWIDE LEARNING FOR                                                   WA                   5o1(c)(3)              7-509(A)(1) N/A
                                                               HIGH SCHOOL JUNIORS
SEATTLE, WA 98108
20-5085342
KING COUNTY MUSEUM OF FLIGHT AUTHORITY


9404 E MARGINAL WAY S AEROSPACE                                                                WA                eovERiviviEivT          GOVERNMENT N/A
SEATTLE, WA 98 108

WINGS OVER WASHINGTON
                                                               SUPPORT, PROMOTE, &
9404 E MARGINAL WAY S                                          COORDINATE AVIATION
                                                               ACTIVITIES IN
                                                                                               WA                   5o1(c)(3)              7-509(A)(1) N/A
SEATTLE, WA 98108                                              WASHINGTON STATE
91- 1382181




For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990. C at N o 50 1 3 5Y Schedule R (Form 990) 2009
ScheduleR(Form990)2009 Page 2
ME Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34

             ( ) ( )b Legal (d) (e)
             3
                 because it had one or more related organizations treated as a partnership during the tax year.)

 Name, address, and EIN of Primary activity
                                                                           Predominant income
                                                                                                                   (h) (i) (j)
                                                                                                       (0 (9) Schedule K- 1 partner?     Disproprtionate Code V-UBI General or
                                                                                                Share of total Income Share of end-of-year allocations? amount In box 20 of managing
    related organization
                                               domicile Direct controlling lat d lat d
                                               (State or entity (eiclui eldufnroem tix,
                                               fo re n
                                                                                                            assets                                       (Form 1065)
                                              Coungy) under sections 512­
                                                                   514)
                                                                                                                                          Ya No Ya No




                                            (e) (0 (9)
                           (a) (by (C) onor trust) assets (h)
M Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV,
                 line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)


                                    foreign
      Name, address, and EIN of related organization pnmary actlvlty Legal domicile Direct controlling Type of entity Share of total income Share of Percentage
                                                                          (state or entity (C corp, S corp, end-of-year ownership
                                                                          country)
WINDWARD AVIATION INC

SEATTLE, WA98188 MUSEUM OK N/A S 3,361,685 100 000 %
9404 E MARGINAL WAY S

73-0789328




                                                                                                                                                         Schedule R (Form 990) 2009
Schedule R (Form 990) 2009                                                                                                                                                              Page 3
M Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, or 36.)
     Note. Complete line 1 ifany entity is listed in Parts II, III orIV                                                                                                               Yes No
 1 During the tax year, did the orgranization engage in any ofthe following transactions with one or more related organizations listed in Parts II-IV?
  a Receipt of(i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity                                                                                      1a No
  b Gift, grant, or capital contribution to other organization(s)                                                                                                                 1b No
  c Gift, grant, or capital contribution from other organization(s)                                                                                                               1c No
  d Loans or loan guarantees to or for other organization(s)                                                                                                                      1d No
  e Loans or loan guarantees by other organization(s)                                                                                                                             1e No
      f Sale ofassets to other organization(s)                                                                                                                                    1f No
      g Purchase ofassets from other organization(s)                                                                                                                              1g No
      h Exchange ofassets                                                                                                                                                         1h No
      i Lease of facilities, equipment, or other assets to other organization(s)                                                                                                  1i No
      j Lease of facilities, equipment, or other assets from other organization(s)                                                                                                1j No
                                                                                                                                                                                  1k Yes
      k Performance ofservices or membership orfundraising solicitations for other organization(s)
      I Performance ofservices or membership orfundraising solicitations by other organization(s)                                                                                 1I No
      m Sharing offacilities, equipment, mailing lists, or other assets                                                                                                           1m Yes
      n Sharing of paid employees                                                                                                                                                 1n Yes

      o Reimbursement paid to other organization for expenses                                                                                                                     1o No
      p Reimbursement paid by other organization for expenses                                                                                                                     1p Yes

      q Othertransfer ofcash or property to other organization(s)                                                                                                                 1q No
      r Othertransfer ofcash or property from other organization(s)                                                                                                               1r No

                                                                (3) Tran(sagtion (C)
  2 Ifthe answer to any ofthe above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds


(1)
                                                              Name of other organization Amount involved                                                     b

                                                                                                                                                         type(a-r)

(2)


(3)


(4)


(5)


(5)


                                                                                                                                                                     Schedule R (Form 990) 2009
ScheduleR(Form990)2009 Page4
M Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)



                     (2) (b) (C)
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent ofi ts activities (measured by total assets or gross
revenue) that was not a related organization See instructions regarding exclusion for certain investment partnerships


         Name, address, and EIN of entity Primary activity Legal domicile
                                                                                 (state or foreign
                                                                                                         (d)
                                                                                                        Are all
                                                                                                        partners
                                                                                                                           (2)
                                                                                                                         Share of
                                                                                                                        end-of-year
                                                                                                                                                 (0 (9) (h)
                                                                                                                                             Disproprtionate Code V-UBI General or
                                                                                                                                             allocations? amount in box managing
                                                                                     country)           section           assets                               20 of Schedule K-1 partner?
                                                                                                       501(c)(3)
                                                                                                     organizations?
                                                                                                      Ya No                                   Ya No Ya No         (Form 1065)




                                                                                                                                                                     Schedule R (Form 990) 2009
Additional Data

                                            Software ID:
                                       Softwa re Version:
                                                     EIN: 91-0785826
                                                  Name: MUSEUM OF FLIGHT FOUNDATION



Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, Highest

                (A) (B) (C) (D)
Compensated Employees, and Independent Contractors
            Name and Title Average Position (check all Reportable
                               hours thatapply) compensation
                                                                                            (E)
                                                                                         Reportable
                                                                                       compensation
                                                                                                             (F)
                                                                                                          Estimated
                                                                                                       amount of other
                                 per                  from the                          from related    compensation
                                week                            organization (W­       organizations       from the
                                                                 2/1099-MISC)          (W- 2/1099­     organization and
                                                                                          MISC)             related
                                                   3
                                                   ri
                                                                                                         organizations
                                                   E




GEORGEWSABBEY
                                  10 00    X                                       o
TRUSTEE
REZA AGHAMIRZADEH
                                  10 00    X                                       o
TRUSTEE
NANCY LAUTH
                                  10 00    X                                       o
TRUSTEE
WILLIAM SAYER
                                  10 00    X                                       o
TRUSTEE
ROBERTA BLACKSTONE
                                  10 00    X                                       o
TRUSTEE
WILLIAM E BOEING JR
                                  10 00    X                                       o
TRUSTEE
JON G BOWMAN
                                  10 00    X                                       o
TRUSTEE
GREGORY P BRONSTEIN
                                  10 00    X                                       o
TRUSTEE
HAROLD E CARR
                                  10 00    X                                       o
TRUSTEE
DOUGLASLCHAMPLIN
                                  10 00    X                                       o
TRUSTEE
SUSAN DCHARLES
                                  10 00    X       X                               o
TREASURER
JOE CLARK
                                  10 00    X                                       o
TRUSTEE
KENNETH H DAHLBERG
                                  10 00    X                                       o
TRUSTEE
DOUGLAS FDEVRIES
                                  10 00    X       X                               o
SECRETARY
JOHN C DIMMER SR
                                  10 00    X                                       o
TRUSTEE
JOHN M FLUKE JR
                                  10 00    X                                       o
TRUSTEE
MICHAELRHALLMAN
                                  10 00    X       X                               o
VICE CHAIRMAN
FRANK HANSEN
                                  10 00    X                                       o
TRUSTEE
WILLIAM A HELSELL
                                  10 00    X                                       o
TRUSTEE
NANCY M HOGAN
                                  10 00    X                                       o
TRUSTEE
CRAIG HOWARD
                                  10 00    X                                2,884
TRUSTEE
JAMESTJOHNSON                     10 00    X                                       o
TRUSTEE
PHILIPGJOHNSON                    10 00    X                                       o
TRUSTEE
MICHAELC KOSS
                                  10 00    X                                       o
TRUSTEE
CLAY LACY
                                  10 00    X                                       o
TRUSTEE
Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, Highest

             (A) (B) (C) (D)
Compensated Employees, and Independent Contractors
        Name and Title Average Position (check all Reportable
                               hours thatapply) compensation
                                                                                      (E)
                                                                                   Reportable
                                                                                 compensation
                                                                                                       (F)
                                                                                                    Estimated
                                                                                                 amount of other
                                 per                  from the                    from related    compensation
                                week                          organization (W­   organizations       from the
                                                               2/1099-MISC)      (W- 2/1099­     organization and
                                                                                    MISC)             related
                                                 3
                                                 ri
                                                                                                   organizations
                                                 E




EDWIN C LAIRD
                                  10     X
TRUSTEE
BRUCE E LAWRENSON
                                  10     X
TRUSTEE
STEPHEN LEONARD
                                  10     X
TRUSTEE
CHARLESA LYFORD IV
                                  10     X
TRUSTEE
H EUGENE MCBRAYER
                                  10     X
TRUSTEE
BRUCE RMCCAW
                                  10     X
TRUSTEE
PETERM MORTON
                                  10     X
TRUSTEE
ROBERTSMUCKLESTONE
                                  10     X
TRUSTEE
JOHN N NORDSTROM
                                  10     X
TRUSTEE
TOM TO"KEEFE
                                  10     X
TRUSTEE
RONALD BOCHS
                                  10     X
TRUSTEE
STEVE POOL
                                  10     X
TRUSTEE
WILLIAM WPOTTS
                                  10     X
TRUSTEE
VERN LRABURN
                                  10     X
TRUSTEE
JAMES D RAISBECK
                                  10     X
TRUSTEE
EDWARDJRENOUARD
                                  10     X
TRUSTEE
WILLIAM J REX
                                  10     X
TRUSTEE
JACK SHANNON
                                  10     X
TRUSTEE
RICHARD WTAYLOR
                                  10     X
TRUSTEE
KATE BWEBSTER
                                  10     X
TRUSTEE
BRIEN SWYGLE
                                  10     X
TRUSTEE
DAVID CWYMAN
                                  10     X
TRUSTEE
JOHNWBRANTIGAN MD
                                  10     X
TRUSTEE
WARREN JEWELL
                                  10     X
TRUSTEE
JOHN P ODOM
                                  10     X
TRUSTEE
 Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, Highest

                (A) (B) (C) (D)
 Compensated Employees, and Independent Contractors
         Name and Title Average Position (check all Reportable
                                hours that apply) compensation
                                                                                       (E)
                                                                                    Reportable
                                                                                  compensation    amount of other
                                                                                   from related    compensation
                                                               organization (W­   organizations
                                                               2/1099-MISC)       (W- 2/1099­     organization and
                                                                                     MISC)
                                                                                                   organizations




GORDON LK SMITH
TRUSTEE
BERNT O BODAL
TRUSTEE
ROBERT J GENISE
TRUSTEE
J KEVIN CALLAGHAN
CHAIRMAN
ANNE FSIMPSON
TRUSTEE
ROBERT M ANDREWS
TRUSTEE
CRYSTAL KNOTEK
TRUSTEE
GRANTJOE SILVERNALE
TRUSTEE
GRAHAM SMITH
TRUSTEE
BONNIEJDUNBAR
PRESIDENT AND CEO
                                                 X 172,072
EDWARD WAALE
VICE PRESIDENT AND CFO
                                     OOX
LAURIE HAAG
VICE PRESIDENT AND COO                                  X 114,852
CAREN HANDLEMAN
VP OF DVLP&EXT AFFAIRS                                  X 139,120
Form 990, Part IX - Statement of Functional Expenses - 24a - 24e Other Expenses
            include amounts expenses Program service (A) (B) (C) (D)
   Do not9b, and 10b of Part VIII. Total reported online Management and Fundraising
    6b, 8b,
                                                            expenses general expenses expenses
   REPAIR&IVIAINTENANCE 325,041 325,041
   FAC MAINT CONTRACT 54,452 54,452 0 0
   EQUIPMENT RENTAL 52,503 52,503
           52,698 9,612 3,020 14,320 11,156
   DUE5 HOSPITALITY 23,49641,086 2,000
   IN AREA

								
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